Hangzhou Chang Chuan Technology Co.Ltd(300604)
Comparison of differences between the report (Draft) on issuing shares to purchase assets and raising supporting funds and related party transactions and the plan
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as ” Hangzhou Chang Chuan Technology Co.Ltd(300604) ,” listed company “or” company “) disclosed the plan for Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as” plan “) in full on January 22, 2022.
The company has prepared the report of Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and supporting raised funds and related party transactions (Draft) (hereinafter referred to as the “report”) for this transaction in accordance with the requirements of relevant laws and regulations, which was deliberated and adopted at the sixth meeting of the third board of directors on March 11, 2022. The main differences between the report and the plan are described as follows:
1、 Main reasons for differences between the report and the plan
There are some differences between the report and the plan. The main reasons are as follows:
(I) according to the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) of China Securities Regulatory Commission and the requirements of Shenzhen Stock Exchange, there are differences in the disclosure content and format between the report and the plan;
(II) when the company disclosed the plan, the audit and evaluation related to this transaction and the review of the preparation for examination of the listed company have not been completed, and the company has supplemented and improved the relevant contents of the report according to the audit and evaluation results;
(III) the company signed the supplementary agreement on issuing shares to purchase assets with the counterparties Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), Lee Heng Lee and Jinggangshan Lecheng equity investment partnership (limited partnership), and determined the specific scheme of this transaction.
2、 Main differences between the report and the plan
According to the chapter order of the report, the main differences between the report and the plan are as follows:
Description of the main differences between the contents of the plan corresponding to the contents of the serial number report and the plan
1. Tips on major issues 1. Determine and update the transaction price of the underlying assets of this transaction according to the evaluation results of the evaluation report and the negotiation of all parties to the transaction
Description of the main differences between the contents of the plan corresponding to the contents of the serial number report and the plan
Specific payment arrangements for this transaction;
2. Supplement and update the evaluation and pricing of the subject assets;
3. Supplement and update the pricing basis, pricing benchmark date and issue price, number of shares issued and periodic arrangement of share lock of the specific scheme for purchasing assets by issuing shares this time;
4. Supplement and update the purpose of the raised supporting funds in the specific scheme of the raised supporting funds;
5. Supplement and update the description that this transaction does not constitute a major asset reorganization;
6. Supplement and update the decision-making and approval procedures that have been performed and still need to be performed according to the transaction progress;
7. Supplement and update the impact of this transaction on the equity structure, main financial indicators, financial status and profitability of the listed company; 8. Update the important commitments made by the relevant parties of this transaction; 9. Delete “information tips to be supplemented and disclosed”.
1. Supplement and update the approval risk of risks related to this transaction; 2. Delete the risk that the relevant equity obtained by the counterparty’s capital increase target assets has not completed the industrial and commercial change;
2. Major risk warning 3. Delete the risk that the audited financial data and evaluation results of the subject asset may be different from the disclosure of the plan; 4. Supplement and update the risk that this transaction may dilute the immediate return of the listed company
1. Supplement and update the decision-making process and approval of this transaction according to the transaction progress;
Section 1 this delivery section 1 this delivery 2. The audit and evaluation related to the subject assets have been completed. Based on the audit and evaluation results of the subject assets, the report updates the scheme overview, valuation of the subject assets The general situation of issuing shares to purchase assets, raising supporting funds, the impact of this transaction on the listed company and other relevant contents.
Section 2 listed companies section 2 listed companies updated the basic information of listed companies and previous changes in share capital.
Section 5 basic information of the trading party on the purchase of shares section 5 basic information of the trading party;
2. Supplement and update the details of the counterparty.
1. Supplement and update the basic information table of the transaction object;
2. Supplementary disclosure of the historical evolution of the transaction object;
3. Update and disclose the equity structure chart of the subject matter of the transaction;
Section IV trading targets Section IV trading targets 4. Supplementary disclosure of the subsidiaries of the trading targets, including the basic information of history 6, the basic information evolution, ownership structure and control relationship, organizational structure, main business development, main financial data and subsidiaries;
5. Supplementary disclosure of the acquisition of exis by Changyi technology;
6. Supplementary disclosure of the main business development of the subject matter of the transaction;
Description of the main differences between the contents of the plan corresponding to the contents of the serial number report and the plan
7. Supplementary disclosure of equity transfer, capital increase and decrease and asset evaluation or valuation of the subject company in the last three years;
8. Update the main financial data and financial indicators of the subject company in the last two years;
9. Supplementary disclosure of the ownership of major assets, external guarantees and major liabilities of the subject company;
10. Supplementary disclosure of the project initiation, environmental protection, industry access, land use, planning, construction license and other related approval matters involved in the subject company, as well as the land use right, mining right and other resource rights involved;
11. Supplementary disclosure of the situation that the subject company involves licensing others to use its own assets or use others’ assets as a licensee; 12. Supplementary disclosure of the transfer of creditor’s rights and debts of the subject company; 13. Supplementary disclosure of the consent of other shareholders obtained from this transaction or the preconditions specified in the articles of Association;
14. Supplementary disclosure of capital contribution and legal existence;
15. Supplementary disclosure of major accounting policies and relevant accounting treatment of the subject company during the reporting period
1. Update and disclose the pricing basis, benchmark date and issue price of the shares issued in this transaction;
2. Supplement and update the number of shares issued;
3. Update and disclose the “regular arrangement of share lock” as “section 5 of lock-in security, section 6 of the issuance of shares, this transaction and arrangement”;
7 cases are easy to involve the issuance of shares. 4. Supplementary disclosure of the purpose of the raised funds;
5. The necessity of supplementary disclosure of the supporting funds raised this time;
6. Supplementary disclosure of the impact of this transaction on the main financial indicators of the listed company;
7. Supplementary disclosure of the impact of the shares issued in this transaction on the equity structure of listed companies
It supplements the appraisal overview and basic information of the subject assets, Section VI trading subject, Section V evaluation of the rationality of the appraisal of the subject assets and the fairness of pricing by the board of directors of the subject assets, the analysis of the estimated value of the real estate, the independence of the independent directors to the appraisal institution and the appraisal fraud
