Securities code: Hangzhou Chang Chuan Technology Co.Ltd(300604) securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) Announcement No.: 2022021 Hangzhou Chang Chuan Technology Co.Ltd(300604)
Announcement on the resolution of the sixth meeting of the third board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as "the company") the sixth meeting of the third board of directors was held in the conference room of the company on March 11, 2022. The notice of the meeting was sent to all directors by email, fax and other forms on March 1, 2022. The meeting adopts on-site and communication to vote. There are 9 directors who should participate in the meeting and 9 actually participate in the voting. The meeting was convened and presided over by Mr. Zhao Yi, chairman of the board of directors, and senior executives and supervisors of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people's Republic of China and the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association.
2、 Meetings of the board of directors
After deliberation and voting by the directors present, the following proposals were adopted:
1. The proposal on the company meeting the conditions for issuing shares to purchase assets and raising supporting funds and related party transactions was deliberated and adopted
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on GEM (Trial), and the measures for the continuous supervision of companies listed on GEM (Trial) The relevant provisions of laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies' major asset restructuring review rules, Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as "company" or "listed company") intends to purchase the equity investment partnership (limited partnership) of Hangzhou paradise Silicon Valley Hangshi (hereinafter referred to as "Paradise Silicon Valley Hangshi"), Lee Heng Lee Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as "Jinggangshan Lecheng") holds 976687% equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as "Changyi technology" or "target company") and raises supporting funds (hereinafter referred to as "this transaction"). After the completion of this transaction, the listed company will hold 100% equity of Changyi technology.
After detailed and careful self-examination and demonstration of the actual situation and related matters of the company, the board of directors of the company believes that the company meets the requirements and substantive conditions of issuing shares to buy assets and raising supporting funds.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval after being deliberated and approved by the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on the plan of the company issuing shares to purchase assets and raising supporting funds and related party transactions
The specific plan for the company to issue shares to purchase assets and raise supporting funds is as follows:
(I) overall scheme of this transaction
The overall plan of this transaction consists of issuing shares to buy assets and raising supporting funds.
The company plans to purchase 976687% equity of Changyi technology from Paradise Silicon Valley Hangshi, Lee Heng Lee and Jinggangshan Le orange by issuing shares. After the completion of this transaction, the listed company will hold 100% equity of Changyi technology.
Meanwhile, the company plans to issue shares to no more than 35 qualified specific objects to raise supporting funds. The total amount of supporting funds raised this time shall not exceed 276.7 million yuan, and shall not exceed 100% of the transaction price of assets purchased by the shares to be issued, and the number of shares to be issued shall not exceed 30% of the total share capital of the company before this issuance. The supporting funds raised this time are intended to be used for the development and industrialization project of turret sorter of the target company, pay the relevant expenses of this transaction, and supplement the working capital of the listed company and the target company. Among them, the working capital used to supplement the listed company and the target company is 138.35 million yuan, which does not exceed 50% of the total amount of supporting funds raised.
The raising of matching funds is based on the premise of issuing shares to purchase assets, but the success of raising matching funds will not affect the implementation of issuing shares to purchase assets. The final issuance quantity of raising matching funds will be subject to the quantity approved by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission.
(II) scheme of issuing shares to purchase assets
1. Underlying assets and counterparties
The underlying asset of this transaction is 976687% equity of Changyi technology.
The counterparties of this transaction are Hangshi in paradise Silicon Valley, Lee Heng Lee and Jinggangshan Le orange.
2. Transaction price of the underlying asset
The transaction is based on the appraisal value of 2833937 million yuan of all shareholders' equity of the subject company on the benchmark date of September 30, 2021 as determined in the asset appraisal report (zlpbz [2022] No. 286) issued by Zhonglian asset appraisal group Co., Ltd. the transaction price of the subject asset of the transaction is determined to be 276.7 million yuan through negotiation by all parties to the transaction.
3. Type, par value and listing place of issued shares
The type of shares issued this time to purchase assets is RMB ordinary shares (A shares), with a par value of 1 yuan per share. The listing place is Shenzhen Stock Exchange.
4. Issuance method and object
The issuance method of this issuance of shares to purchase assets is to issue A-Shares to specific objects, such as Hangshi in paradise Silicon Valley, Lee Heng Lee and Jinggangshan Le orange.
5. Pricing basis, pricing benchmark date and issue price of issued shares
According to the provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the first resolution of the board of directors of the listed company to review the issuance of shares to purchase assets. The average trading price of the company's shares on several trading days before the announcement date of the resolution of the board of directors = the total trading volume of the company's shares on several trading days before the announcement date of the resolution / the total trading volume of the company's shares on several trading days before the announcement date of the resolution.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the fourth meeting of the third board of directors of the company. The average trading price of the company's shares 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date (excluding the impact of ex right and ex dividend during the period) is as follows:
Calculation type of average transaction price average transaction price (yuan / share) 80% of the average transaction price (yuan / share)
54.56 43.65 20 trading days before the pricing benchmark date
60 trading days before the pricing benchmark date 53.17 42.54
120 trading days before the pricing benchmark date 50.33 40.27
Through friendly negotiation between the trading parties, the issuance price of the issued shares to purchase assets is 40.27 yuan / share, which is no less than 80% of the average trading price of the company's shares 120 trading days before the pricing benchmark date.
6. Number of shares issued
The transaction price of the underlying assets of this transaction is 276.7 million yuan determined by the transaction parties through negotiation, and the issue price of assets purchased by referring to this issue of shares is 40.27 yuan / share, The number of shares issued to purchase assets by issuing shares this time is 6871118 shares (rounded down to shares, and the part less than one share is regarded as the donation of the counterparty to the company and directly included in Hangzhou Chang Chuan Technology Co.Ltd(300604) capital reserve). The specific number of shares issued to each counterparty is as follows:
The transaction consideration of Changyi technology held by the counterparty of the underlying assets (10000 shares issued, equity ratio (%) yuan) (shares)
Paradise Silicon Valley Hangshi 69938219813824920243 Changyi technology 976687% Lee Heng Lee 1840545214.341294843 equity
Jinggangshan Le orange 9.32512641.84656032
Total 9766872767 Huaxun Fangzhou Co.Ltd(000687) 1118
During the period from the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance quantity will be adjusted accordingly according to the change of issuance price and the relevant provisions of China Securities Regulatory Commission and Shenzhen stock exchange.
7. Regular arrangement of share lock
If the counterparty holds the equity of the underlying assets used to subscribe for such shares for more than 12 months when it obtains the new shares of the listed company through this transaction, the shares of the listed company obtained by subscribing for the underlying assets in this transaction shall not be transferred within 12 months from the date of completion of issuance; If, as of the date when the counterparty obtains the new shares of the listed company, it has held the equity of the underlying assets used to subscribe for such shares for less than 12 months, the shares of the listed company obtained by subscribing for such part of the underlying assets in this transaction shall not be transferred within 36 months from the date of completion of issuance.
After the completion of this transaction, the bonus shares of the listed company, capital reserve converted into share capital and other shares enjoyed by the above-mentioned counterparties based on this transaction shall also abide by the above-mentioned lock-in period. If the above arrangement provisions are inconsistent with the latest regulatory provisions of the securities regulatory authority, the counterparty shall make corresponding adjustments in accordance with the relevant regulatory provisions. After the expiration of the share lock-in period, the share transfer will be carried out in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange at that time. 8. Transitional arrangements
The transition period is the period from the base date of audit and evaluation of this transaction (excluding the base date) to the delivery date of the underlying assets (including the delivery date). The profit and loss and amount of the target company during the transition period shall be audited and confirmed by an audit institution with securities and futures business qualification recognized by all parties to the transaction within 60 working days from the date of completion of the delivery of the target assets. The profits generated by the target company in the transition period shall be enjoyed by the listed company, and the losses generated shall be fully compensated by the counterparty to the listed company in cash within 10 working days after the issuance of the profit and loss report in the transition period and receiving the written notice of the listed company.
9. Arrangement of accumulated undistributed profits
From the date of signing the agreement on issuing shares to purchase assets, the target company shall not distribute the accumulated undistributed profits before the delivery date of the target assets. The accumulated undistributed profits of the target company as of the delivery date of the target assets shall be enjoyed by the listed company.
10. Validity of resolutions
The validity period of the resolution on the plan of issuing shares to purchase assets is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(III) scheme for raising supporting funds
1. Type, par value and listing place of issued shares
The type of shares issued by the raised matching funds is RMB ordinary shares (A shares), with a par value of 1 yuan per share, and the listing place is Shenzhen Stock Exchange.
2. Issuance method and object
The company plans to issue shares to no more than 35 specific objects by inquiry to raise matching funds. The objects of issuance are legal persons, natural persons or other legal investment organizations that meet the conditions specified by the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds. All issuers who raise matching funds by issuing shares to specific objects this time are subscribed in cash and at the same price.
3. Pricing basis, benchmark date and issue price of issued shares
The matching funds raised by this issue of shares are issued through inquiry. The pricing base date is the first day of the issuance period of this issue of shares, and the issuance price is not less than 80% of the average trading price of the company's shares 20 trading days before the pricing base date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price of the shares issued this time will be determined by the board of directors and the independent financial adviser of the issue according to the authorization of the general meeting of shareholders and the market inquiry in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the issuance of the company is reviewed and approved by Shenzhen Stock Exchange and registered with the CSRC.
During the period from the pricing benchmark date of the matching funds raised by this share issue to the issue date, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the company will adjust the issue price accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
4. Scale and number of supporting funds raised
In this transaction, the total amount of supporting funds raised by the company by issuing shares to specific investors shall not exceed 276.7 million yuan, and shall not exceed 100% of the transaction price of purchasing assets by issuing shares. The number of shares issued by raising supporting funds shall not exceed 30% of the total share capital of the listed company before this issuance.
The number of shares to be issued with the matching funds raised this time shall be determined in the following way: the total amount of the matching funds raised this time ÷ the stock issuance price of the matching funds raised this time.
The final number of issues shall be limited to the number of issues that have been registered by the CSRC, and the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders and the actual situation at the time of issuance
