Securities code: 300604 securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) Announcement No.: 2022-004 Hangzhou Chang Chuan Technology Co.Ltd(300604)
Announcement of resolutions of the fourth meeting of the third board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
The fourth meeting of the third board of directors was held in the company’s conference room on January 21, 2022. The notice of the meeting was sent to all directors by email, fax, etc. on January 10, 2022. The meeting adopts on-site and communication to vote. There are 9 directors who should participate in the meeting and 9 actually participate in the voting. The meeting was convened and presided over by Mr. Zhao Yi, chairman of the board of directors, and senior executives and supervisors of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China and the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present, the following proposals were adopted:
1、 The proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, In accordance with relevant laws and regulations, the company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract. The restricted stock incentive plan for 2022 (Draft) plans to grant a total of 5.2 million class II restricted shares, including 4.2 million shares for the first time and 1 million shares reserved for grant, with the grant price of 25.17 yuan / share. A total of 156 incentive objects were granted for the first time, all of which were the core personnel of the company.
The company’s restricted stock incentive plan for 2022 (Draft) and its abstract, and the specific contents of the opinions expressed by the independent directors and the board of supervisors are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval after being deliberated and approved by the board of directors.
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
2、 The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and adopted
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations, normative documents and the provisions of the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association, and in combination with the actual situation of the company, The management measures for the implementation and assessment of restricted stock incentive plan in 2022 are hereby formulated.
The company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2022 and the opinions issued by the board of supervisors are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on. The proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval after being deliberated and approved by the board of directors. The independent directors of the company have expressed independent opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted
In order to better promote and implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
(1) Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: 1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
2) Authorize the board of directors to adjust the number of restricted shares granted / vested according to the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to signing the restricted stock grant agreement with the incentive object;
5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be attributed, and review and confirm the attribution qualification and attribution conditions of the incentive object;
6) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange and applying to the registration and settlement company for handling relevant registration and settlement business;
7) Authorize the board of directors to go through the procedural procedures such as the change and termination of the incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to canceling the ownership qualification of the incentive object, canceling the restricted shares that have not been owned by the incentive object, and handling the inheritance of the restricted shares that have not been owned by the deceased incentive object, Terminate the company’s restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
8) Authorize the board of directors to manage and adjust the company’s restricted stock plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
9) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(2) Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
(3) The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers and other intermediaries for the implementation of the restricted stock incentive plan.
(4) The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
The above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association that need to be adopted by the board of directors, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval after being deliberated and approved by the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 Deliberated and passed the proposal on the appointment of chief financial officer
Mr. Wei Gang, the former chief financial officer of the company, applied to resign as chief financial officer of the company for personal reasons. According to the company law of the people’s Republic of China, the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association and other relevant provisions, Mr. Wei Gang’s resignation report shall take effect from the date when it is delivered to the board of directors of the company. The relevant work of Mr. Wei Gang has been handed over, and his resignation will not affect the normal operation and management of the company. During his tenure, Mr. Wei Gang has been scrupulous and diligent, and has made important contributions to the company’s capital operation and corporate governance. The board of directors of the company sincerely thanks Mr. Wei Gang for his contribution to the development of the company during his tenure!
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of association of the people’s Republic of China, and upon the nomination of Mr. Zhao Yi, the general manager of the company, the company plans to employ Ms. Tang yongjuan as the chief financial officer of the company, whose term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the third board of directors.
Ms. Tang yongjuan is qualified to exercise her functions and powers, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not allowed to be a senior manager of the company as stipulated in the Hangzhou Chang Chuan Technology Co.Ltd(300604) law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the Hangzhou Chang Chuan Technology Co.Ltd(300604) chapter, There is no case that the person is determined by the CSRC to be prohibited from entering the market and is in the period of prohibition, and the qualification is legal.
The independent directors of the company have expressed their independent opinions on the appointment of the chief financial officer of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 The proposal on the plan of the company issuing shares to purchase assets and raising supporting funds and related party transactions was deliberated and adopted
The specific plan for the company to issue shares to purchase assets and raise supporting funds is as follows:
(I) overall scheme of this transaction
The overall plan of this transaction consists of issuing shares to purchase assets and raising supporting funds.
The company plans to purchase 97.6687% equity of Changyi technology from Paradise Silicon Valley Hangshi, Lee Heng Lee and Jinggangshan Le orange by issuing shares. After the completion of this transaction, the listed company will hold 100% equity of Changyi technology.
At the same time, the company plans to issue shares to no more than 35 qualified specific objects to raise supporting funds. The total amount of supporting funds raised this time shall not exceed 100% of the transaction price of assets purchased by the shares to be issued, and the number of shares issued shall not exceed 30% of the total share capital of the company before this issuance. The supporting funds raised this time are intended to be used to pay the intermediary expenses, transaction taxes and other M & A integration expenses of this transaction, supplement the working capital of the company and the target company, repay debts and project construction of the target company. Among them, the proportion used to supplement the working capital and repay debts of the listed company and the target company shall not exceed 25% of the transaction price of the assets to be purchased or 50% of the total amount of supporting funds raised.
The raising of supporting funds is based on the issuance of shares to purchase assets, but the success of raising supporting funds will not affect the implementation of issuing shares to purchase assets. The final issuance quantity of supporting funds will be subject to the quantity approved by Shenzhen Stock Exchange and registered by CSRC.
(II) scheme of issuing shares to purchase assets
1. Underlying assets and counterparties
The underlying asset of this transaction is 97.6687% equity of Changyi technology.
The counterparties of this transaction are Hangshi in paradise Silicon Valley, Lee Heng Lee and Jinggangshan Le orange.
2. Estimation and pricing of the underlying assets
The appraisal base date of this transaction is tentatively set as September 30, 2021. The estimated value of 100% equity of the subject company Changyi technology is 280 million yuan, and the estimated value of 97.6687% equity of the corresponding subject company is 273.5 million yuan.
The final transaction price of the underlying assets of this transaction will be determined by the parties to the transaction through negotiation after the completion of the audit and evaluation of the underlying assets of this transaction, based on the evaluation results of the asset evaluation report issued by the evaluation institution in accordance with the provisions of the securities law.
3. Type, par value and listing place of issued shares
The type of shares issued this time to purchase assets is RMB ordinary shares (A shares), with a par value of 1 yuan per share, and the listing place is Shenzhen Stock Exchange.
4. Issuance method and object
The issuance method of this issuance of shares to purchase assets is to issue A-Shares to specific objects, such as Hangshi in paradise Silicon Valley, Lee Heng Lee and Jinggangshan Le orange.
5. Pricing basis, pricing benchmark date and issue price of issued shares
According to the provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the first resolution of the board of directors of the listed company to consider the issue of shares to purchase assets. The average trading price of the company’s shares on several trading days before the announcement date of the resolution of the board of directors = the total trading volume of the company’s shares on several trading days before the announcement date of the resolution / the total trading volume of the company’s shares on several trading days before the announcement date of the resolution.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the fourth meeting of the third board of directors of the company. The average trading price of the company’s shares 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date (excluding the impact of ex right and ex dividend during the period) is as follows:
Calculation type of average transaction price average transaction price (yuan / share) 80% of the average transaction price (yuan / share)
54.56 43.65 20 trading days before the pricing benchmark date
60 trading days before the pricing benchmark date 53.17 42.54
120 trading days before the pricing benchmark date 5
