Securities code: Shenzhen Click Technology Co.Ltd(002782) securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) listing place: Shenzhen Stock Exchange Shenzhen Click Technology Co.Ltd(002782)
Summary of major asset purchase plan in 2022
March, 2002
Statement of listed company
The company and all directors, supervisors and senior managers guarantee that all information in the information disclosure documents of this transaction is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of the information provided. The company and all directors, supervisors and senior managers guarantee that the materials provided to the intermediaries involved in this transaction are true and original written materials or copies. The copies or copies of such materials are consistent with the original materials or originals, accurate and complete, and the signatures and seals of all documents are true without any false records Misleading statements or material omissions. According to the process of this transaction, when it is necessary to continue to provide relevant documents and information, the company and all directors, supervisors and senior managers guarantee that the documents and information continue to be provided still meet the requirements of authenticity, accuracy, integrity, timeliness and effectiveness. If there are false records, misleading statements or major omissions in the information disclosure documents of this transaction, resulting in losses to the investors of the listed company or other relevant parties of this transaction, the company and all directors, supervisors and senior managers will be liable for compensation according to law. As of the date of signing the summary of the plan, the audit and evaluation related to the reorganization have not been completed, and the relevant data involved in the summary of the plan have not been audited and evaluated by audit and evaluation institutions with securities and futures related business qualifications. The company and all directors, supervisors and senior managers guarantee the authenticity and rationality of the relevant data quoted in the summary of the plan. The audited financial data and asset evaluation results of relevant assets will be disclosed in the major asset purchase report. The company specially reminds investors that since the audit and evaluation related to the underlying assets have not been completed, the financial data and evaluation results of relevant assets may eventually be quite different from the disclosure of the summary of the plan, and draws investors' attention to relevant risks.
The matters stated in the summary of this plan do not represent the substantive judgment, confirmation or approval of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other competent authorities on matters related to this reorganization. The effectiveness and completion of the matters related to this reorganization described in the summary of this plan have yet to be considered and approved by the company's reconvened board of directors and general meeting of shareholders and the approval or approval of relevant examination and approval authorities (if necessary).
The investor shall be responsible for the change of the company's investment income after the completion of the transaction. When evaluating the company's transaction, in addition to the summary of the plan and the relevant documents disclosed at the same time with the summary of the plan, investors should also seriously consider the risk factors disclosed in the summary of the plan. If investors have any questions about the summary of this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
Li Donghai, the counterparty of this transaction, issued the following commitments:
I guarantee that all information in the information disclosure documents of this transaction is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and integrity of the information provided. I guarantee that the materials provided to the intermediaries involved in this transaction are true and original written materials or copies. The copies or copies of such materials are consistent with their original materials or originals, accurate and complete, and the signatures and seals of all documents are true without any false records, misleading statements or major omissions. According to the process of this transaction, if it is necessary to continue to provide relevant documents and information, I guarantee that the documents and information continue to meet the requirements of authenticity, accuracy, integrity, timeliness and effectiveness. If there are false records, misleading statements or major omissions in the information disclosure documents of this transaction, which cause losses to the investors of the listed company or other relevant parties of this transaction, I will be liable for compensation according to law.
catalogue
The listed company declares that 1. The counterparty declares that 3 catalog 4 interpretation 6. Tips on major issues 8 I. overview of this transaction plan 8 II. This transaction constitutes a major asset restructuring 8 III. this transaction does not constitute a connected transaction 9 IV. this transaction does not constitute reorganization and listing 9 v. estimated pricing of this transaction 9 VI. approval procedures to be performed for the implementation of this transaction VII. Impact of this transaction on listed companies VIII. Important commitments made by relevant parties of this transaction 9. Principled opinions of the controlling shareholders of the listed company and those acting in concert on the reorganization 25 X. share reduction plan of the controlling shareholders of the listed company and their persons acting in concert, directors, supervisors and senior managers from the date of announcement of the reorganization plan to the completion of implementation 26 Xi. The audit and evaluation work has not been completed yet 27 XII. Arrangements for the protection of the rights and interests of small and medium-sized investors 27 major risk tips twenty-nine
1、 Risks associated with this transaction 29 II. Business and operational risks of the subject company 30 III. other risks Section 1 overview of this transaction 33 I. background and purpose of this transaction 33 II. Overview of the transaction plan 34 III. this transaction constitutes a major asset restructuring 35 IV. this transaction does not constitute a connected transaction 35 V. This transaction does not constitute reorganization and listing 36 VI. estimated pricing of this transaction 36 VII. Approval procedures to be performed for the implementation of this transaction 36 VIII. Impact of this transaction on listed companies thirty-seven
interpretation
In the summary of this plan, unless otherwise specified, the following words or abbreviations have the following specific meanings:
Interpretation refers to the full name
The general terms company, the company and listed company refer to Shenzhen Click Technology Co.Ltd(002782) Shenzhen Click Technology Co.Ltd(002782)
This transaction, this reorganization and this Shenzhen Click Technology Co.Ltd(002782) 2022 plan to purchase 10.00% equity of Shenzhen haiguang Electronics Co., Ltd. held by Li Donghai in the form of cash
Production reorganization
Plan refers to the plan for major asset purchase in Shenzhen Click Technology Co.Ltd(002782) 2022
Summary of the plan, summary of the plan Shenzhen Click Technology Co.Ltd(002782) 2022 summary of major asset purchase plan
Major asset purchase report refers to the major asset purchase report document prepared by the listed company on this major asset restructuring
The agreement on purchasing assets by paying cash refers to the agreement on purchasing assets by paying cash between Shenzhen Click Technology Co.Ltd(002782) and Li Donghai
The target company, haiguang electronics and transaction refer to the target and underlying assets of Shenzhen haiguang Electronics Co., Ltd
The counterparty refers to Li Donghai, the shareholder of Shenzhen haiguang Electronics Co., Ltd
Both parties refer to the company and the counterparty Li Donghai
General meeting of shareholders means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Board of supervisors refers to the board of supervisors of the company
Shengyan investment refers to Ganzhou Shengyan Investment Co., Ltd., the controlling shareholder of the company
Shenzhen Click Technology Co.Ltd(002782) technology refers to Shenzhen Click Technology Co.Ltd(002782) Technology Co., Ltd., the shareholder of the company
Xin Lianxin refers to an County Xin Lianxin Enterprise Management Co., Ltd., the shareholder of the company
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shares or A-Shares refer to ordinary shares listed on domestic stock exchanges, subscribed and traded in RMB, with a par value of RMB 1.00 per share
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The articles of association refers to the Shenzhen Click Technology Co.Ltd(002782) articles of association
Interpretation refers to the full name
Technical Term
Magnetic components refer to electronic transformers, inductors, etc
It refers to Internet technology
It is a power supply that uses modern power electronic technology to maintain a stable output voltage by controlling the time ratio of switch on and power off. It is generally composed of pulse width modulation (PWM) control IC and power devices
UPS is the uninterruptible power supply. UPS refers to an uninterruptible power supply with energy storage device.
It is mainly used to provide uninterruptible power supply for some equipment requiring high power supply stability
The input is high voltage (e.g. 220 V), the output is low voltage (e.g. electronic transformer refers to several volts to tens of volts), and the power range is generally between several watts and tens of kilowatts. It has the advantages of stable performance, small volume and high efficiency
It can be fixed on the ground or wall and installed in public buildings and small residential charging piles. It refers to the equipment that charges various types of electric vehicles according to different voltage levels in the parking lot or charging station
Note: there may be a tail difference between individual data and relevant summary data in the summary of this plan, which is caused by rounding in data calculation. Please pay attention to it.
Tips on major issues
The words or abbreviations used in this part have the same meanings as those defined in the "interpretation" of the summary of this plan. As of the signing date of the summary of this plan, the audit and evaluation of the underlying assets of this transaction have not been completed. The audited financial data and asset evaluation results of the underlying assets will be disclosed in the major asset purchase report of this transaction, which is hereby brought to the attention of investors. 1、 Overview of the transaction scheme
The transaction plan is for the listed company to purchase 10.00% equity of haiguang electronics held by natural person li Donghai by paying cash. Before this transaction, the listed company held 54.25% equity of haiphotoelectron. After this transaction, the listed company will obtain the control of haiphotoelectron. 2、 This transaction constitutes a major asset restructuring
In this transaction, the listed company plans to purchase 10.00% equity of haiphotoelectron by paying cash. Within 12 months before this transaction, the listed company has purchased haiphotoelectron 5 by bidding
