Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
On this transaction does not constitute the administrative measures for major asset restructuring of listed companies
Explanation of the reorganization and listing as stipulated in Article 13
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as ” Hangzhou Chang Chuan Technology Co.Ltd(300604) “, “listed company” or “company”) intends to acquire Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), leeheng Lee Jinggangshan Lecheng equity investment partnership (limited partnership) holds 97.6687% of the equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology”) and raises supporting funds (hereinafter referred to as “this transaction”).
The company makes the following explanation that this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
1、 Provisions on reorganization and listing
Article 13 of the measures for the administration of major asset restructuring of listed companies stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, it shall constitute a major asset reorganization, which shall be reported to the CSRC for approval in accordance with the provisions of these measures:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. “
2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
Since the company was listed, the actual controller of the listed company has not changed. Before and after this transaction, the actual controller of the listed company will not change. Therefore, according to Article 13 of the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute reorganization and listing.
It is hereby explained. (no text below)
(there is no text on this page, which is the seal page of the Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors’ explanation that this transaction does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies) Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors on January 21, 2022
