Shenzhen Click Technology Co.Ltd(002782)
The board of directors' opinion that this major asset restructuring does not constitute
Measures for the administration of major asset restructuring of listed companies
Explanation of the reorganization and listing as stipulated in Article 13
Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as "the company") intends to purchase 10.00% equity of Shenzhen haiguang Electronics Co., Ltd. (hereinafter referred to as "haiguang") held by Li Donghai by paying cash. Since the company has obtained 54.25% equity of haiguang electronics on February 25, 2022, the company will hold 64.25% equity of haiguang electronics after the completion of the above transaction, Realize the control of haiphotoelectron (hereinafter referred to as "this transaction" or "this reorganization"). This transaction is expected to constitute a major asset restructuring.
The company hereby explains that this reorganization does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies (hereinafter referred to as the measures for the administration of reorganization):
Article 13 of the reorganization management measures stipulates: "if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of this Law:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. " The actual controller of the company has not changed in the last 36 months. This transaction is a cash acquisition and does not involve the issuance of shares. There is no change in the controlling shareholder and actual controller of the listed company before and after this transaction, and this transaction does not involve the purchase of assets from the actual controller of the company and its related parties. Therefore, this transaction does not fall under the circumstances specified in Article 13 of the reorganization management measures and does not constitute reorganization and listing.
It is hereby explained.
Shenzhen Click Technology Co.Ltd(002782) board of directors March 11, 2022
