Securities code: 002782 securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) Announcement No.: 2022-002
Shenzhen Click Technology Co.Ltd(002782)
Announcement on the progress of participating in the bidding for 54.25% equity of haiphotoelectron
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as “the company” or “the company”) disclosed the announcement on planning to participate in bidding for 54.25% equity of haioptoelectronics on November 18, 2021, The company intends to participate in the bidding for Tianjin optoelectronics Group Co., Ltd. (hereinafter referred to as “Tianjin optoelectronics”) to transfer 54.25% equity of Shenzhen haiguang Electronics Co., Ltd. (hereinafter referred to as “haiguang”) in Tianjin property right trading center, with a listing base price of 109.0449 million yuan. The above matters have been deliberated and approved at the 8th meeting of the 4th board of directors of the company and do not need to be submitted to the general meeting of shareholders for approval. On December 30, 2021, the company disclosed the progress announcement on participating in bidding for 54.25% equity of haiguang electronics. After open, fair and fair online bidding, the company bought the above subject with RMB 186044900 and became the buyer of the subject. For details, please refer to www.cn.info.com.cn Relevant announcements.
2、 Progress of this transaction
On January 12, 2022, the company signed the property right transaction contract with Tianjin optoelectronics, the main contents of which are as follows:
Transferor (hereinafter referred to as Party A): Tianjin photoelectric Group Co., Ltd
Transferee (hereinafter referred to as Party B): Shenzhen Click Technology Co.Ltd(002782)
（1） Subject matter and price of property right transfer
Party a publicly listed and transferred 54.25% of the equity of Shenzhen haiguang Electronics Co., Ltd., with the total listing price of RMB (in words) one hundred and nine million forty-four thousand and nine hundred only (in figures ￥ 109044900).
(II) method of property right transfer and relevant expenses
After the asset appraisal and confirmation of the above transfer object, Tianjin Property Right Trading Center Co., Ltd. (hereinafter referred to as “Tianjin property right”) publishes the transfer information, solicits the transferee, and determines the transferee and the transfer price by means of online bidding. The total final transfer price is RMB (in words) one hundred eighty-six million forty-four thousand nine hundred only (in figures ￥ 186044900), Both parties sign the property right transaction contract and implement the property right transaction.
The relevant expenses are as follows:
All expenses incurred in this transaction (including but not limited to basic service fees, value-added service fees, etc.) shall be paid within 3 working days from the next day after the signing of the property right transaction contract. In the course of this transaction, if the agreement is concluded, all transaction expenses (including but not limited to basic service fees and value-added service fees to be paid by Party A and Party B) shall be borne by both parties in accordance with the provisions; If the transaction is concluded through online bidding, all transaction expenses (including but not limited to basic service fees and value-added service fees to be paid by Party A and Party B) shall be borne by Party B.
(III) payment method, term, conditions and place of the total price of property right transfer:
Party A and Party B agree to settle the transfer price by means of lump sum payment. The total amount of property right transfer price is RMB (in words) one hundred eighty-six million forty-four thousand nine hundred only (in figures ￥ 186044900). According to the terms of transfer, the deposit paid by Party B of ￥ 32 million will be automatically converted into the transfer price, and the remaining price of RMB (in words) one hundred and fifty-four million and forty-four thousand and nine hundred only (in figures ￥ 154044900) will be remitted to the special settlement account for property rights in Tianjin at one time within 5 working days from the next day after the signing of this contract.
（4） Transfer of transfer price
After the transaction voucher is issued by Tianjin property right, the transfer price remitted by Party B to the special settlement account of Tianjin property right shall be transferred to the collection account designated by Party A according to the price transfer process.
(V) property rights settlement
1. Party A shall complete the delivery of the property right transfer within 90 days after completing the industrial and commercial change of equity.
2. As agreed by Party A and Party B, the transaction base date is October 31, 2020. From the benchmark date to the date when the industrial and commercial registration of the equity of the target enterprise is changed, the profits or losses and risks of the target enterprise during the period shall be undertaken by Party B.
(VI) the tax on the transfer of property rights shall be jointly agreed by Party A and Party B: the relevant taxes involved in the transfer of property rights shall be borne by both parties themselves in accordance with the relevant laws and regulations of the state.
(VII) Party A and Party B jointly undertake:
(1) Have legal rights, powers and authorizations to sign and perform this contract and the documents related to this contract. Once signed, such documents constitute valid and binding obligations to the party in accordance with their respective terms;
(2) Has obtained all approvals, permits and authorizations required for signing the contract, and has the right to sign and perform the contract;
(3) Strictly perform the contents agreed in this contract and other relevant documents signed for the execution of this transaction;
(4) Both parties guarantee that the materials provided to Tianjin property right are true and effective. And perform all procedures in accordance with the provisions of Tianjin property rights.
(VIII) liability for breach of contract
1. If any party breaches the contract, it must bear the liability for breach of contract. If the contract cannot be performed due to Party A’s breach of contract, it shall be returned to Party B in double of the guaranteed amount; If Party B fails to perform this contract due to its breach of contract, it has no right to request the return of the deposit. If Party A and Party B terminate the contract by consensus, Party A shall return the deposit to Party B.
2. If Party A fails to complete the delivery of the property right transfer on schedule, or Party B fails to pay the total price of the property right transfer on schedule, it shall pay 0.1% of the total price to the other party as liquidated damages for each overdue day.
3. If Party B fails to fulfill its commitments in this contract and causes losses to Party A, it shall be liable for compensation. 4. If it is found that there are assets outside the scope of this equity transaction, Party B shall evaluate the assets according to the relevant procedures of state-owned assets, and Party B shall pay corresponding amounts to Party A according to the proportion of this equity transfer based on the evaluated value of the assets. If Party B fails to pay the corresponding price to Party A within 30 days after the formal issuance of the asset appraisal report, Party B shall pay 0.1% of the total payment to Party A as liquidated damages for each overdue day.
(IX) dispute resolution
Any dispute between Party A and Party B during the performance of this contract can be settled through negotiation; If the negotiation fails, it may apply to Tianjin property right for mediation or bring a lawsuit to the people’s court with jurisdiction where Party A is located.
(x) change and termination of the contract
In case of the following circumstances, Party A and Party B may change or terminate the contract:
1. Due to the change of circumstances, it is agreed by both parties through consultation and does not damage the interests of the state and social public welfare. 2. All obligations under this contract cannot be performed due to force majeure.
3. One party fails to perform the contract for some reason within the time limit agreed in the contract, and the other party acknowledges it.
4. Due to the change or termination of the contract agreed in the contract.
Both Party A and Party B shall change or terminate this contract in writing. If Party A and Party B change or terminate this contract before Tianjin property right issues the transaction certificate, Party A and Party B shall submit relevant written materials to Tianjin property right for filing. 3、 Other instructions
In the next step, the company will complete the industrial and commercial change and delivery of the underlying assets as soon as possible, and timely perform the obligation of information disclosure in accordance with relevant regulations.
4、 Documents for future reference
Property right transaction contract.
It is hereby announced!
Shenzhen Click Technology Co.Ltd(002782) board of directors January 13, 2022
