Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
Notes on the measures and commitments for diluting the immediate return of this transaction
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “listed company” or “company”) intends to acquire Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), Lee Heng Lee Jinggangshan Lecheng equity investment partnership (limited partnership) holds 976687% of the 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”).
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement of China Securities Regulatory Commission [2015] No. 31) and other relevant provisions, The board of directors of the company explains the impact of this transaction on the dilution of spot return and the relevant measures taken by the company as follows:
(I) diluted immediate return of this restructuring
According to the annual report of the company in 2020, the financial data from January to September 2021 and the reference review report No. [2022] 271 issued by Tianjian Certified Public Accountants (special general partnership), the changes of the company’s earnings per share before and after this transaction are as follows:
Project from January to September 2021 to 2020
Change of actual number and reference number change of actual number and reference number
Basic every
Stock return 0.22 0.37 68.18% 0.14 0.22 57.14% (yuan / share)
Note: the impact of supporting funds raised in this restructuring on financial data is not considered.
This transaction does not lead to the dilution of the immediate return of the listed company. In view of the increase of the total share capital of the listed company after the completion of the transaction, it will take a certain time for the listed company to integrate and optimize the underlying assets. At the same time, in order to fully protect the interests of the public shareholders of the company, the company has formulated relevant filling measures to prevent the dilution of immediate return in this transaction.
After the completion of this transaction, the listed company will take the following filling measures to enhance the company’s sustainable return ability: 1. Effectively integrate the target company and give full play to the synergy
The target company and the listed company belong to the same industry. After the transaction is completed, the target company and the listed company can produce synergy. After the completion of this transaction, Changyi technology can continue to expand its business scale relying on the capital market financing platform of the listed company; The listed company will integrate the target company from the aspects of business, assets and market, so as to realize the complementary advantages of both sides, give play to synergy and enhance the overall value of the company.
2. Improve the profit distribution policy and strengthen the return mechanism for investors
The current profit distribution policies in the articles of association of listed companies comply with the requirements of the notice of China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies, the opinions of China Securities Regulatory Commission on further promoting the reform of new share issuance system and the guidance on the supervision of listed companies No. 3 – cash dividends of listed companies. Listed companies will strive to improve their operating performance, strictly implement the profit distribution policy specified in the articles of association, and give investors a sustained and stable and reasonable return in the process of the healthy development of the company’s main business and sustained growth of operating performance.
3. Optimize the corporate governance structure and provide institutional guarantee for the development of the company
Listed companies will strictly abide by the provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, constantly improve the governance structure and ensure that shareholders can fully exercise their rights, Ensure that the board of directors can exercise its functions and powers in accordance with laws, regulations and the articles of association, make scientific, rapid and prudent decisions, ensure that independent directors can earnestly perform their duties, and safeguard the overall interests of listed companies, especially the legitimate rights and interests of minority shareholders, Ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, other senior managers and the company’s finance, and safeguard the interests of all shareholders of the listed company.
4. Strengthen the management of raised funds and improve the efficiency of the use of raised funds
In order to regulate the management and use of the raised funds and protect the interests of investors, the company has formulated the raised funds management system in accordance with the relevant provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and in combination with the actual situation of the company, so as to ensure the safety of the raised funds, Improve the use efficiency of raised funds and reasonably prevent the use risks of raised funds.
(III) commitment of controlling shareholders, actual controllers, directors and senior managers of the listed company to take filling measures to dilute the immediate return of this transaction
The controlling shareholder and actual controller of the company made the following commitments on matters related to the diluted immediate return filling measures of this restructuring:
“I. I promise not to interfere with the company’s operation and management activities beyond my authority, not to encroach on the company’s interests, and earnestly implement the relevant measures to supplement and dilute the company’s immediate return.
2、 From the date of issuance of this letter of commitment to the completion of this transaction, if the CSRC or Shenzhen stock exchange makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these Provisions, I promise to issue supplementary commitments in accordance with the provisions of the CSRC and Shenzhen Stock Exchange at that time, And actively promote the company to revise relevant systems to meet the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. 3、 As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree that the securities regulatory authorities such as China Securities Regulatory Commission and Shenzhen Stock Exchange will impose relevant penalties or take relevant regulatory measures on me in accordance with the relevant regulations and rules formulated or issued by them. “
All directors and senior managers of the company made the following commitments on matters related to the diluted immediate return filling measures of this restructuring:
“1. Undertake not to transfer the interests of the listed company or individuals without compensation or other conditions;
2. I promise to restrict my job consumption behavior;
3. I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to my performance of duties;
4. I promise that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the compensation measures of the listed company;
5. I promise that if the company plans to implement the equity incentive plan in the future, the exercise conditions of the equity incentive plan will be linked to the implementation of the listed company’s filling return measures;
6. From the date of issuance of this letter of commitment to the completion of this transaction, if the CSRC and the stock exchange make other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these Provisions, I promise to issue supplementary commitments in accordance with the latest provisions at that time;
7. If I violate the above commitments and cause losses to the listed company or its investors, I am willing to bear the liability of compensation to the listed company or its investors according to law.
8. As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant management measures on me in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and the stock exchange. “
It is hereby explained.
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(there is no text on this page, which is the seal page of the instructions of Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors on filling measures and commitments for diluted immediate return of this transaction)
Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors MM DD YY
