Huatai United Securities Co., Ltd
About Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets
And raise matching funds and related party transactions
Impact of diluting immediate return and measures taken by the company
Verification opinions
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as "listed company" and " Hangzhou Chang Chuan Technology Co.Ltd(300604) ") 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").
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united" or "independent financial adviser") is the independent financial adviser of 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 requirements of laws, regulations and normative documents such as 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 (CSRC announcement [2015] No. 31), The independent financial advisor checked the impact of the transaction on the dilution of the immediate return of the listed company and the measures to fill the return. The details are as follows:
1、 Impact of this transaction on earnings per share of listed companies
Through this transaction, the target company will become a wholly-owned subsidiary of the listed company. According to the review report of Hangzhou Chang Chuan Technology Co.Ltd(300604) preparation for examination (TJs [2022] No. 271) issued by Tianjian Certified Public Accountants (special general partnership), the earnings per share of the listed company after preparation for examination has increased compared with that before this preparation, and the immediate return will not be diluted in this transaction. If the future profitability of the target company is less than expected, the immediate return indicators such as earnings per share of listed companies will face the risk of dilution.
2、 Necessity and rationality of this transaction
(I) Hangzhou Chang Chuan Technology Co.Ltd(300604) is highly coordinated with the business of the target company, which is in line with the future development strategic layout
Hangzhou Chang Chuan Technology Co.Ltd(300604) mainly provides testing equipment for integrated circuit packaging and testing enterprises, wafer manufacturing enterprises, chip design enterprises, etc. integrated circuit testing equipment mainly includes testing machines, sorting machines and probe platforms. At present, the company's main products include testing machines and sorting machines, among which testing machines include high-power testing machines, analog / digital analog hybrid testing machines, etc; The sorter includes gravity sorter, translation sorter, etc.
The main operating assets of Changyi technology, the subject company of this transaction, are exis. Exis focuses on the subdivided field of turret sorter. Relying on its mature subdivided field technical reserves and data accumulation, exis occupies market share with its advantages of fast response speed, customized service and high cost performance. Downstream customers of exis include well-known semiconductor companies such as Broadcom, MPs, NXP, Byd Company Limited(002594) semiconductor, and integrated circuit packaging and testing enterprises such as UTAC, Tongfu Microelectronics Co.Ltd(002156) , Tianshui Huatian Technology Co.Ltd(002185) .
The listed company and exis have a high degree of cooperation in products, sales channels and R & D technology. This transaction will help the listed company enrich product types and realize the full coverage of gravity sorter, translation sorter and turret sorter, which is in line with the future development strategic layout of the listed company.
(II) use the capital market platform to promote the overall development of listed companies and target companies
After the completion of this transaction, the target company will become a wholly-owned subsidiary of the listed company, and the target company exis will also enter the listed company system. The platform of listed companies is conducive for exis to seize the market opportunity of the sustained and rapid development of the integrated circuit industry, further open the Chinese market, play a synergistic effect with listed companies in the manufacturing field of high-end special equipment for integrated circuits, and optimize the overall business layout of listed companies.
In addition, the diversified financing channels of listed companies will help exis accelerate the pace of product R & D and business expansion, further meet its needs for obtaining funds, expanding scale and improving production capacity, help exis increase investment in R & D of high-end products, and finally promote the overall development of listed companies and target companies.
(III) obtain high-quality assets, improve the business scale of listed companies and enhance future profitability
After the completion of this transaction, the listed company will further expand its product categories and increase its source of income. At the same time, the listed company can make full use of its own capital advantages, rich management experience and mature sales channels to improve the competitiveness of the target company exis in the IC special equipment industry, help the target company exis expand its business in China, further improve the core competitiveness of the target company exis, and then improve the profitability of the listed company.
After the completion of this transaction, the total assets, operating income, equity and net profit attributable to shareholders of the parent company of the listed company will be improved. At the same time, the comprehensive competitiveness, market expansion ability, anti risk ability and sustainable development ability of listed companies will also be further strengthened, which is conducive to fundamentally protecting the interests of the company and shareholders, especially small and medium-sized shareholders.
This transaction is a positive measure for listed companies to optimize their business layout, achieve extensive growth and improve their ability of sustainable development. It is in line with national industrial policies and the needs of listed companies for the development of their main business. It will effectively improve the competitiveness of listed companies and meet the interests of listed companies and all shareholders.
3、 Measures taken by the listed company to dilute the risk 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:
(I) 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.
(II) 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. (III) optimizing corporate governance structure
The listed company will strictly abide by the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, constantly improve the governance structure, ensure that shareholders can fully exercise their rights, and ensure that the board of directors can exercise its powers in accordance with laws, regulations and the articles of association, Make scientific, rapid and prudent decisions to ensure that independent directors can earnestly perform their duties, safeguard the overall interests of the listed company, 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.
(IV) strengthen the management 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.
4、 The commitment of all directors and senior managers of listed companies that the measures of compensation can be effectively fulfilled
The directors and senior managers of the listed company made the following commitments:
1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the listed company in other ways;
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.
5、 Commitments of the controlling shareholders and actual controllers of the listed company on the effective implementation of the measures to fill the return. The controlling shareholders and actual controllers of the listed company made the following commitments in this transaction:
1. 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.
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that this transaction is conducive to improving the asset quality of the listed company, improving the financial situation of the company and enhancing the sustainable profitability of the listed company, and is conducive to the sustainable development of the listed company. There is no situation that damages the legitimate rights and interests of shareholders and leads to the dilution of the immediate return of the listed company, In line with the relevant provisions of 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, the opinions of the State Council on further promoting the healthy development of the capital market, and the guiding opinions of the China Securities Regulatory Commission on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate returns, It is conducive to protecting the legitimate rights and interests of small and medium-sized investors.
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Financial advisor sponsor:
Cheng Yang, Tao Jinsong
Huatai United Securities Co., Ltd
