Huatai United Securities Co., Ltd
Verification opinions on this transaction does not constitute reorganization and listing
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as ” Hangzhou Chang Chuan Technology Co.Ltd(300604) ,” 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”) and raises supporting funds (hereinafter referred to as “this transaction”).
Huatai United Securities Co., Ltd., as the independent financial consultant of the listed company in this reorganization, has checked whether this transaction constitutes the reorganization and listing specified in Article 13 of the reorganization management measures in accordance with the provisions of the management measures for major asset reorganization of listed companies (hereinafter referred to as the “reorganization management measures”), and issued the following opinions:
1、 Provisions on reorganization and listing
Article 13 of the measures for the administration of material assets reorganization of listed companies stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, it shall constitute a major asset reorganization, which shall be reported to the CSRC for approval in accordance with the provisions of these measures:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. “
2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
Since the listing of the company, the actual controller has not changed.
Before this transaction, Zhao Yi was the controlling shareholder of the listed company, and Zhao Yi and Xu Xin were the actual controllers of the listed company. Zhao Yi directly held 23.42% of the shares of the company, and Xu Xin held 6.21% of the shares of the company through Changchuan investment. They jointly held 29.64% of the shares of the company.
After the completion of this transaction, without considering the funds raised, Zhao Yi directly holds 23.16% of the shares of the company, and Xu Xin holds 6.15% of the shares of the company through Changchuan investment. They jointly hold 29.31% of the shares of the company. The controlling shareholder of the company is Zhao Yi, and the actual controllers are Zhao Yi and Xu Xin.
Therefore, this transaction will not lead to the change of control of the listed company, and the provisions of Article 13 of the reorganization management measures are not applicable. This transaction does not constitute reorganization and listing.
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(there is no text on this page, which is the signature page of the verification opinion of Huatai United Securities Co., Ltd. that this transaction does not constitute reorganization and listing) financial advisor sponsor:
Cheng Yang, Tao Jinsong
Huatai United Securities Co., Ltd
