Guohao law firm (Hangzhou)
About
Hangzhou Chang Chuan Technology Co.Ltd(300604)
Issue shares to purchase assets
And raise matching funds and related party transactions
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhe jiang 310008,China
Tel: (+ 86) (571) 85775888 Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
March, 2002
catalogue
interpretation…… 2 Part I Introduction five
1、 Introduction to law firms and lawyers five
2、 Matters that lawyers should declare 6 the second part of the text seven
1、 The main contents of this issuance of shares to purchase assets and raise supporting funds seven
2、 The subject qualification of all parties involved in this asset restructuring transaction eleven
3、 Approval and authorization of this asset restructuring twenty-five
4、 The substantive conditions of this asset restructuring twenty-eight
5、 Relevant agreements on this asset restructuring thirty-four
6、 Basic information of the target company purchased in this asset restructuring thirty-eight
7、 Main assets and other major events of the subject company forty-one
8、 Related party transactions and horizontal competition involved in this asset restructuring forty-seven
9、 The treatment of creditor’s rights and debts involved in this asset reorganization forty-eight
10、 Information disclosure on matters related to this asset restructuring forty-eight
11、 About the purchase and sale of Hangzhou Chang Chuan Technology Co.Ltd(300604) shares by relevant personnel in this asset restructuring forty-nine
12、 The intermediary institution of this asset restructuring and its qualification legitimacy fifty
13、 Concluding observations 50 Part III signature page fifty-two
interpretation
Unless otherwise specified, the following words in this legal opinion have the following meanings:
Hangzhou Chang Chuan Technology Co.Ltd(300604) , listed company, Hangzhou Chang Chuan Technology Co.Ltd(300604) , Shenzhen Stock Exchange GEM listed company, target asset purchase index, stock code: Hangzhou Chang Chuan Technology Co.Ltd(300604)
square
Changchuan Co., Ltd. refers to Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) Co., Ltd., the predecessor of Hangzhou Chang Chuan Technology Co.Ltd(300604) Co., Ltd
Hangzhou paradise Silicon Valley Hangshi refers to Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership)
Jinggangshan Lecheng refers to Jinggangshan Lecheng equity investment partnership (limited partnership)
The target company and Changyi technology refer to Hangzhou Changyi Technology Co., Ltd., formerly known as “Hangzhou Changyi Equity Investment Co., Ltd.”
If the counterparty and the underlying asset Hangzhou Chang Chuan Technology Co.Ltd(300604) purchase 976687% of the equity of Changyi technology by issuing shares, the seller refers to the other party, that is, the shareholders of Changyi technology other than Hangzhou Chang Chuan Technology Co.Ltd(300604) Hangshi, Lee Heng Lee and Jinggangshan Lecheng
The asset purchaser indicated by all parties to the transaction Hangzhou Chang Chuan Technology Co.Ltd(300604) ; The sellers of the underlying assets are paradise Silicon Valley Hangshi, Lee Heng Lee and Jinggangshan Le orange
The underlying assets and equity refer to 976687% equity of Changyi technology held by the counterparty
The target company and exis refer to exis tech Sdn. BHD., a wholly-owned subsidiary of Changyi technology
Exis HK refers to exis Tech (HK) Pte limited, a wholly-owned subsidiary of exis
Suzhou Cantu refers to Suzhou Cantu Yigao Intelligent Equipment Co., Ltd., which is a wholly-owned subsidiary of exis HK
This transaction and this asset refer to the 976687% equity of changyike restructuring and this restructuring technology held by the counterparty purchased by Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares
This restructuring and raising of supporting funds means that Hangzhou Chang Chuan Technology Co.Ltd(300604) purchases 976687% equity of changyike capital technology held by the counterparty by issuing shares and raises supporting funds
Asset purchase agreement refers to the asset purchase agreement of Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares signed by Hangzhou Chang Chuan Technology Co.Ltd(300604) and the counterparty
Supplementary agreement to asset purchase agreement refers to the supplementary agreement to the asset purchase agreement of Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares signed by Hangzhou Chang Chuan Technology Co.Ltd(300604) and the counterparty
Pricing benchmark date refers to the announcement date of the resolution of the fourth meeting of Hangzhou Chang Chuan Technology Co.Ltd(300604) the third board of directors
Transaction price refers to the price at which Hangzhou Chang Chuan Technology Co.Ltd(300604) purchases the underlying assets from the counterparty by issuing shares
Audit and evaluation base date refers to the audit and evaluation base date of the underlying assets of this transaction, i.e. September 30, 2021
The asset change of the target asset delivery date shall be registered to the date when the industrial and commercial change registration procedures under Hangzhou Chang Chuan Technology Co.Ltd(300604) name are completed
Transition period refers to 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 date on which the assets subject to the completion date index are delivered and the shares issued to the counterparty by Hangzhou Chang Chuan Technology Co.Ltd(300604) for payment of consideration are registered in the name of the counterparty
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
CSDCC Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Huatai united and independent finance refer to Huatai United Securities Co., Ltd
adviser
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Zhonglian appraisal refers to Zhonglian asset appraisal group Co., Ltd
This office refers to Guohao law firm (Hangzhou)
Company law of the people’s Republic of China (the company law of the Eighth National People’s Congress, adopted at the fifth meeting of the Standing Committee of the people’s Congress on December 29, 1993, amended at the sixth meeting of the Standing Committee of the 13th National People’s Congress on October 26, 2018, and effective as of October 26, 2018)
Securities Law of the people’s Republic of China (the securities law of the Ninth National People’s Congress, adopted at the sixth meeting of the Standing Committee of the people’s Congress on December 29, 1998, revised at the 15th meeting of the Standing Committee of the 13th National People’s Congress on December 28, 2019, and implemented as of March 1, 2020)
Measures for the administration of major asset restructuring of listed companies (the measures for the administration of restructuring in July 7, 2014 refers to the measures for the administration of restructuring deliberated and adopted at the 52nd chairman’s office meeting of the China Securities Regulatory Commission, amended by order No. 166 of the China Securities Regulatory Commission on March 20, 2020, and shall enter into force as of March 20, 2020)
The reorganization Provisions refer to the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies that offer securities to the public – major asset restructuring of listed companies
Gem issuance registration management refers to the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation)
Management method
The measures for continuous supervision refers to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
The reorganization review rules refer to the review rules for major asset reorganization of companies listed on the gem of Shenzhen Stock Exchange
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the articles of association of Hangzhou Chang Chuan Technology Co.Ltd(300604) currently in force
Restructuring plan refers to the plan for Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and raising matching funds and related party transactions
Restructuring report refers to the report on Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and raising matching funds and related party transactions (Draft)
The audit report refers to the audit report of Changyi technology in 2019, 2020 and January September 2021 issued by Tianjian Certified Public Accountants (tjss [2022] No. 306)
The review report for reference refers to the review report issued by Tianjian Certified Public Accountants (TJs [2022] No. 271 Hangzhou Chang Chuan Technology Co.Ltd(300604) 2020) and January September 2021
The assets appraisal report of Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) issued by Zhonglian appraisal [2022] No. 286 refers to the assets appraisal report of the appraisal project of the value of all shareholders’ rights and interests of Hangzhou Changyi Technology Co., Ltd. involved in the purchase of assets by issuing shares
The verification report on the previous raised funds refers to the verification report on the use of the previously raised funds (tjss [2022] No. 305) issued by Tianjian certified public accountants
Yuan means RMB yuan
Note: the difference in the mantissa between the sum of some total and each addend in the legal opinion is caused by rounding in the calculation.
Guohao law firm (Hangzhou)
About
Hangzhou Chang Chuan Technology Co.Ltd(300604)
Issuing shares to purchase assets and raising matching funds and related party transactions
Legal opinion
To: Hangzhou Chang Chuan Technology Co.Ltd(300604)
Guohao law firm (Hangzhou) accepts the entrustment of Hangzhou Chang Chuan Technology Co.Ltd(300604) to act as the special legal adviser of Hangzhou Chang Chuan Technology Co.Ltd(300604) this issuance of shares to purchase assets and raise supporting funds and related party transactions in accordance with the entrustment agreement for special legal services signed with Hangzhou Chang Chuan Technology Co.Ltd(300604) this time.
According to the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) The provisions of relevant laws, administrative regulations and normative documents, such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), shall be in accordance with the business standards recognized by the lawyer industry Code of ethics and spirit of diligence for Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) Co., Ltd
