catalogue
1、 Review report Page 1 II. Preparation of consolidated financial statements Page 2-3 (I) pro forma consolidated balance sheet Page 2 (II) pro forma consolidated income statement Page 3 III. notes to consolidated financial statements for reference Page 4-74
Review Report
TJS [2022] No. 6422
Hangzhou Chang Chuan Technology Co.Ltd(300604) all shareholders:
We have reviewed the attached pro forma consolidated financial statements prepared by Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as Hangzhou Chang Chuan Technology Co.Ltd(300604) company) according to the preparation basis described in note 3 to the pro forma consolidated financial statements, including the pro forma consolidated balance sheets on December 31, 2021 and February 28, 2022, the pro forma consolidated income statements for 2021 and January February 2022 and the notes to the pro forma consolidated financial statements. The preparation of the pro forma consolidated financial statements is the responsibility of the management of Hangzhou Chang Chuan Technology Co.Ltd(300604) company. Our responsibility is to issue a review report on the pro forma consolidated financial statements on the basis of the review work.
We have carried out the review business in accordance with the provisions of the professional standards for Certified Public Accountants of China. The standard requires us to plan and implement the review work to obtain limited assurance on whether the pro forma consolidated financial statements are free from material misstatement. The review is mainly limited to asking relevant personnel of Hangzhou Chang Chuan Technology Co.Ltd(300604) company and implementing analysis procedures for financial data, and the degree of assurance provided is lower than that of audit. We have not carried out the audit, so we do not express an audit opinion.
According to our review, we have not noticed anything that makes us believe that the pro forma consolidated financial statements of Hangzhou Chang Chuan Technology Co.Ltd(300604) company have not been prepared on the basis described in note 3 to the pro forma consolidated financial statements.
We remind statement users to pay attention to the description of the preparation basis in note 3 to the consolidated financial statements for reference. This report is only for the purpose of preparing for the asset restructuring described in Note 2 to the consolidated financial statements, and is not applicable to other purposes. The contents of this paragraph shall not affect the published review opinions. Tianjian Certified Public Accountants (special general partnership) Chinese certified public accountant:
Hangzhou, China Certified Public Accountant:
May 22, 2002
Hangzhou Chang Chuan Technology Co.Ltd(300604)
Notes to consolidated financial statements for reference
January 1, 2021 to February 28, 2022
Monetary unit: RMB 1. Basic information of the company
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as the company or the company) was formerly Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) Co., Ltd. (hereinafter referred to as Changchuan Co., Ltd.), which was jointly invested and established by natural persons Zhao Yi and pan Shuhua. It was registered in the high tech Zone (Binjiang) branch of Hangzhou Administration for industry and Commerce on April 10, 2008 and headquartered in Hangzhou, Zhejiang Province. The company now holds a business license with a unified social credit code of 913 Meter Instruments Co.Ltd(301006) 73958539h, with a registered capital of 602748800 yuan and a total of 602748800 shares (par value of 1 yuan per share). Among them, 163998300 A shares of tradable shares with limited sales conditions; 4387506 million A-shares of tradable shares without restrictions. The company’s shares were listed and traded on Shenzhen Stock Exchange on April 17, 2017.
The company belongs to special equipment manufacturing industry. It is mainly engaged in the R & D, production and sales of special equipment for integrated circuits. Its main products include integrated circuit testing machines and sorting machines.
The scope of the company’s consolidated financial statements included in this pro forma is as follows:
No. full name of subsidiary company company abbreviation: country (region) where business is conducted
1 Changzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) Co., Ltd. Changzhou Changchuan manufacturing industry Changzhou, China
2 Hangzhou Chang Chuan Technology Co.Ltd(300604) (Hong Kong) Co., Ltd. Changchuan Hong Kong company trading in Hong Kong, China
3. Research and development of nagawa Japan company of nagawa Japan Co., Ltd
4 Hangzhou Changxin Investment Management Co., Ltd. Changxin Investment Management Co., Ltd. Hangzhou, China
4-1 R & D, production and sales of integrated circuit packaging and testing equipment of semiconductor technologies & STI Singapore instruments Pte Ltd
4-1-1 semicontroller technologies STI Malaysia integrated circuit packaging and testing equipment sales service of Malaysia & Instruments Sdn. BHD
4-1-2 STI tech Korea Co., Ltd. integrated circuit packaging test equipment
Sales services
4-1-3 sales service of semiconductor technologies and STI Philippine company integrated circuit packaging test equipment Philippine instruments (Phils) Inc
5 Hangzhou Changchuan Intelligent Manufacturing Co., Ltd. production of integrated circuit packaging and testing equipment of Changchuan Manufacturing Co., Ltd. in Hangzhou, China
Hangzhou changchuanren import and Export Co., Ltd. changchuanren import and export trade China Hangzhou company
7 Hangzhou Chang Chuan Technology Co.Ltd(300604) (Neijiang) Co., Ltd. the special equipment for semiconductor devices of Changchuan Neijiang company is made and sold in China
8 Hangzhou Changyi Technology Co., Ltd. investment management of Changyi Technology Co., Ltd. Hangzhou, China
8-1 R & D, production and sales of sorting machine equipment of exis tech Sdn. Bhd. Exis company
8-1-1 exis Tech (HK) Pte Limited
8-1-1-1 sales service of exis Suzhou sorter equipment of Suzhou cantuyigao Intelligent Equipment Co., Ltd. Suzhou company, China
For details, see notes 7 and 8 to the consolidated financial statements in this reference.
2、 Relevant information of major asset restructuring plan and transaction object
（1） Major asset restructuring plan
According to the deliberation and approval of the fourth meeting of the third board of directors of the company on January 21, 2022, the sixth meeting of the third board of directors of the company on March 11, 2022, and the deliberation and approval of the ninth meeting of the third board of directors on May 22, 2022, the company will purchase Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership) (hereinafter referred to as paradise Silicon Valley Hangshi) by issuing shares Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as Jinggangshan Lecheng) and Lee Heng Lee jointly hold 976687% of the equity of Changyi technology company, indirectly acquire 100.00% of the equity of the final target company exis company, and plan to issue shares to no more than 35 qualified specific objects to raise supporting funds, and the amount of supporting funds raised shall not exceed 276.7 million yuan, The number of shares to be issued shall not exceed 30% of the total share capital of the listed company before this issuance.
According to the asset appraisal report (Zhonglian pingbao Zi [2022] No. 286) issued by Zhonglian asset appraisal group Co., Ltd., taking September 30, 2021 as the appraisal base date, the appraisal value of all rights and interests of Changyi Technology Co., Ltd. is 2833937 million yuan. After friendly negotiation between the transaction parties, the price of 976687% equity of Changyi Technology Co., Ltd. is 276.7 million yuan.
The company will purchase 976687% of the equity of Changyi technology company by issuing shares and pay a consideration of 276.7 million yuan (issue A-Shares to the shareholders of Changyi technology company at the price of 40.27 yuan per share, with a par value of 1 yuan per share). The details are as follows:
Serial No. issuing object transaction consideration (10000 yuan) number of shares issued (shares)
1 paradise Silicon Valley Hangshi 19813824920243
2 Jinggangshan Le orange 264184656032
3 Lee Heng Lee 5,214.34 1,294843
Total 2767 Huaxun Fangzhou Co.Ltd(000687) 1118
According to the agreement of both parties, in this transaction, the amount of consideration paid by the company for the final actual issuance quantity of the counterparty is divided by the issuance price of the company’s issued shares. If the calculation result is less than 1 share, it shall be regarded as the donation of the counterparty to the listed company and directly included in the capital reserve of the listed company.
（2） Relevant information of transaction object
1. Changyi Technology Co., Ltd. is a limited company invested and established by Paradise Silicon Valley Hangshi and Paradise Silicon Valley Asset Management Group Co., Ltd. and registered with Hangzhou high tech Zone (Binjiang) market supervision and administration on August 24, 2020. After several capital increases and equity transfers, the existing registered capital is 2144749 million yuan, which is jointly invested by Paradise Silicon Valley Hangshi, Jinggangshan Le orange, Lee Heng Lee and the company. On May 28, 2021, Changyi technology company completed the acquisition of 80% equity of exis company, making exis company its non wholly owned subsidiary.
2. Exis company was originally invested and established by natural person shareholders Lee Heng Lee and Michael Gerard Peterson. It was registered with the Malaysian companies Committee (CCM) on March 18, 2002. After several equity transfers and capital increases, the existing registered capital is rm729888300 and the total number of shares is 574713. Before the acquisition, it was held by Lee Heng Lee. Changyi Technology Co., Ltd. acquired 80% equity of exis (i.e. 459770 shares) through cash acquisition in May 2021, making exis a non wholly-owned subsidiary.
3. After Changyi technology company completed the acquisition of 80% equity of exis company, the minority shareholder Lee Heng Lee of exis company increased the capital and exchanged shares of Changyi technology company with its 20% equity of exis company. After the capital increase, Changyi Technology Co., Ltd. holds 100% equity of exis company. Changyi Technology Co., Ltd. and exis company completed the change registration procedures on February 18, 2022 and March 10, 2022 respectively.
The above-mentioned issue of shares to purchase assets has yet to be handled by Shenzhen Securities Exchange
