Shenzhen Click Technology Co.Ltd(002782)
The board of directors' opinions on this major asset restructuring are in line with
Explanation of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
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.
After careful judgment, the board of Directors believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, as follows:
1. The underlying asset of this transaction is the equity of the underlying company, and does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The approval matters involved in this transaction include, but are not limited to, the formal scheme of this transaction reviewed and approved by the board of directors and the approval of this transaction by the general meeting of shareholders after the audit and evaluation of the underlying assets of this transaction are completed. The relevant matters have been disclosed in detail in this major asset purchase plan, Major risk tips have been made for the risks that may not be approved.
2. The subject company of this transaction is a limited liability company established and validly existing in accordance with the law. The registered capital of the subject company has been fully paid, and there is no false capital contribution or situation affecting its legal existence.
3. Before this transaction, the company and the target company operated independently and had complete assets. After the completion of this transaction, it is conducive to improving the integrity of the company's assets, and the company can continue to maintain the necessary independence in terms of personnel, procurement, production, sales, intellectual property rights, etc.
4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, enhance its anti risk ability and enhance its independence, and will not lead to new horizontal competition and unnecessary related party transactions.
In conclusion, the board of Directors believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
Shenzhen Click Technology Co.Ltd(002782) board of directors March 11, 2022
