Shenzhen Click Technology Co.Ltd(002782)
12 months before this major asset restructuring
Description of assets purchased and sold
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.
According to the provisions of the measures for the administration of major asset restructuring of listed companies: “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The asset transaction that has prepared and disclosed the asset restructuring report in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period and amount of major asset restructuring stipulated by the CSRC in paragraph 1 of Article 13 of these measures If the scope is otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. “
The company’s major purchases and sales of assets in the 12 months before the reorganization are described as follows: 1. The company purchased 7.50% of CRRC shares
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. (hereinafter referred to as “CRRC times”) 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.
2. The company purchased 54.25% equity of haiphotoelectron
On November 17, 2021, the company held the 8th meeting of the 4th board of directors, deliberated and adopted the proposal on participating in bidding for 54.25% equity of haiphotoelectron. 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 signed the property right transaction contract with Tianjin photoelectric Group Co., Ltd. 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.
As of the date of issuance of this note, in addition to the above circumstances, the company has not purchased or sold other major assets within 12 months before this major asset restructuring, nor has it purchased or sold assets related to this restructuring.
It is hereby explained.
Shenzhen Click Technology Co.Ltd(002782) board of directors March 11, 2022
