Securities code: Shenzhen Click Technology Co.Ltd(002782) securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) Announcement No.: 2022014 Shenzhen Click Technology Co.Ltd(002782)
Announcement of resolutions of the 12th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as “the company”) the 12th meeting of the 4th board of directors was held in the company’s conference room on March 11, 2022. The notice of the meeting was sent by e-mail or personal delivery on March 6, 2022. The meeting was convened and presided over by Mr. Xiao Keng, chairman of the company. There were 7 directors who should be present and 7 actually present, including independent directors, Ms. Tang Qiuying Mr. Chen Wei and Mr. Yan Lei attended the meeting by means of communication due to their business trip abroad. The number of attendees, convening, convening procedures and discussion contents of this meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the company law) and other relevant laws and regulations and the Shenzhen Click Technology Co.Ltd(002782) articles of Association (hereinafter referred to as the articles of association).
The independent directors of the company expressed independent opinions on the matters involved in the meeting. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Independent opinions of Shenzhen Click Technology Co.Ltd(002782) independent directors on matters related to the 12th meeting of the 4th board of directors disclosed.
2、 Deliberations of the board meeting
（1） Deliberated and passed the proposal on the company meeting the conditions for major asset restructuring of listed companies
The company plans to purchase 10% equity of Shenzhen haiguang Electronics Co., Ltd. (hereinafter referred to as “haiguang”) held by Li Donghai by paying cash (hereinafter referred to as “this transaction” or “this reorganization”).
In accordance with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the administration of restructuring), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the provisions on restructuring), and other laws and regulations In accordance with the relevant provisions of the regulations and normative documents, and in comparison with the conditions of the major asset reorganization of the listed company, the board of Directors believes that the company’s transaction meets the conditions of the major asset reorganization after careful self-examination and demonstration of the actual situation and relevant matters of the company.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（2） The proposal on the company’s major asset restructuring plan was deliberated and adopted one by one
1. Programme overview
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.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
2. Counterparty, target company and underlying assets
The counterparty of this transaction is Li Donghai.
The target company of this transaction is haiguang electronics, and the underlying asset is the 10.00% equity of haiguang electronics held by Li Donghai.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
3. Transaction price
Under the principle of fairness and voluntariness and through full commercial negotiation, both parties have determined that the preliminary transaction consideration of this transaction is tentatively set at 22.28 million yuan, including the following two parts:
(1) The initial transaction consideration of the target equity is 19.553 million yuan. Both parties agree that in the future, the asset appraisal institution with securities and futures related business qualification will evaluate the target assets of the target company on the benchmark date and issue the appraisal report, taking the appraisal results of the appraisal report as the pricing basis, If there is no significant difference between the appraisal value of the subject asset in the appraisal report and the preliminary transaction consideration of the target equity agreed in this Agreement (significant difference refers to the situation that the appraisal value is greater than 22.486 million yuan or the appraisal value is less than 16.62 million yuan), the transaction consideration of the target equity is determined as 19.553 million yuan; If there are significant differences, the transaction price of the target equity shall be finally determined by both parties after negotiation according to the assessed value, and both parties will sign a supplementary agreement to agree on the above matters.
(2) The company transferred the equity of the counterparty based on the dividend receivable from the target company based on the target equity of 2.727 million yuan. Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
4. Payment
Both parties to this transaction agree that the company will pay the equity purchase price to the counterparty in cash according to the following agreement: the first payment: the company will pay the counterparty an advance payment of 7 million yuan within 5 working days from the date of signing this transaction agreement, which will be converted into a part of the equity purchase price from the date of entry into force of this Agreement;
Phase II payment: the company shall pay the remaining equity purchase price to the counterparty within 5 working days from the effective date of this transaction agreement.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
5. Delivery of underlying assets
Within 10 working days from the effective date of this transaction agreement, the counterparty shall submit an application for handling the industrial and commercial change registration procedures of the target equity transfer to the company to the local administrative department for Industry and commerce where the target company is located, and complete the industrial and commercial change registration procedures, and the company shall provide necessary assistance.
The date when the target equity held by the counterparty is registered in the name of the company is the equity delivery date of this equity acquisition. The total profit of equity (including the profit of 2.72 million yuan) that has not been distributed to the target company from the date of the transaction with the other party (including the risk that has not been paid to the target company from the date of the transaction) is distributed to the other party. For the avoidance of doubt, the corresponding accumulated undistributed profits of the target company before the audit / evaluation base date shall be enjoyed by the shareholders of the target company after the delivery date according to the shareholding ratio.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
6. Validity of this resolution
The validity period of relevant resolutions on this transaction is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation item by item.
（3） The proposal on Shenzhen Click Technology Co.Ltd(002782) 2022 major asset purchase plan and its summary was deliberated and adopted
In accordance with the relevant provisions of laws, regulations, departmental rules and normative documents such as the company law, the securities law, the measures for the administration of reorganization and several provisions on reorganization, the company has prepared the plan for the purchase of major assets in Shenzhen Click Technology Co.Ltd(002782) 2022 and its abstract for this major reorganization. For specific contents, please refer to the company’s website on cninfo.com.cn on the same day Disclosed Shenzhen Click Technology Co.Ltd(002782) 2022 major asset purchase plan and its summary.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（4） The proposal on the conformity of this reorganization with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies was deliberated and adopted
After careful judgment, the board of Directors believes that this transaction complies with the provisions of Article 4 of certain provisions on restructuring, 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 audit and evaluation of the underlying assets of this transaction. After the completion of the audit and evaluation, the company convened the board of directors again to review and approve the formal plan of this transaction, and the approval of this transaction by the general meeting of shareholders. The relevant matters have been disclosed in detail in the reorganization plan, and 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 Several Provisions on restructuring.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（5） The proposal 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 was deliberated and adopted
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.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（6） The proposal on the description of the purchase and sale of assets within 12 months before this major asset restructuring was deliberated and adopted
The company held the second meeting of the Fourth Board of directors on May 25, 2021, deliberated and passed the proposal on acquisition of shares and related party transactions, and signed the share transfer agreement on CRRC times Electric Vehicle Co., Ltd. with Ganzhou Shengyan Investment Co., Ltd. (hereinafter referred to as “Shengyan investment”) on the same day, It is proposed to acquire 7.50% shares of CRRC times Electric Vehicle Co., Ltd. held by Shengyan investment. Referring to the evaluation results, the above transaction price is determined as RMB 266.6 million. On June 11, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and deliberated and approved the above transaction. The underlying assets of the above transactions do not belong to the same or related assets as the underlying assets to be acquired by the restructuring company. The asset transaction does not need to be included in the scope of cumulative calculation when calculating that the transaction constitutes a major asset restructuring.
On December 30, 2021, the company bought 54.25% of the equity of haioptoelectronics listed and transferred by Tianjin optoelectronics Group Co., Ltd. in Tianjin property exchange for 186044900 yuan. On January 12, 2022, the company and the day
Tianjin photoelectric Group Co., Ltd. signed the property right transaction contract. On February 25, 2022, haiphotoelectron completed the industrial and commercial change registration for the above equity transfer. The subject assets of the above transactions belong to the same assets as the subject assets to be acquired by the restructuring company. When calculating that the transaction constitutes a major asset restructuring, the asset transaction shall be included in the scope of cumulative calculation.
In addition to the above, the company did not purchase or sell other major assets within 12 months before the transaction, nor did it purchase or sell assets related to the reorganization.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（7） The proposal that the relevant entities of this reorganization shall not participate in any major asset reorganization of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset reorganization of listed companies was deliberated and adopted
After verification, Related subjects of this reorganization (including listed companies, target companies, counterparties, controlling shareholders and actual controllers of listed companies, directors, supervisors and senior managers of listed companies, directors, supervisors and senior managers of controlling shareholders of listed companies, institutions providing services for this major asset restructuring and their handling personnel, and other entities participating in this asset restructuring) It is not found that the insider trading related to this transaction has been filed for investigation or investigation, and there has been no administrative punishment by China Securities Regulatory Commission or criminal responsibility pursued by judicial organs according to law for insider trading related to major asset restructuring in the last 36 months.
Therefore, the relevant entities of this reorganization are not allowed to participate in any major asset reorganization of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset reorganization of listed companies.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（8） The proposal on the explanation of the fluctuation of the company’s stock price before the announcement of the reorganization information was deliberated and adopted
The board of directors of the company believes that after excluding the influence of market factors and industry sector factors, the cumulative rise and fall of the company’s share price in the 20 trading days before the announcement of the resolution of the board of directors does not exceed 20%, which does not constitute abnormal fluctuation.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（9） The proposal that this reorganization does not constitute related party transactions was deliberated and adopted
According to the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, departmental rules and normative documents, the counterparty of this transaction is not a related party of the listed company, and this major asset reorganization does not constitute a related party transaction.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（10） Deliberated and adopted the conditions for signing the
