Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations in accordance with Articles 11 and 43
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as ” Hangzhou Chang Chuan Technology Co.Ltd(300604) ” or “the company”) intends to acquire Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), Lee Heng 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”). After careful comparison and prudent judgment with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the board of directors of the company believes that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of restructuring, as follows:
(I) comply with the relevant provisions of Article 11 of the reorganization management measures
1. This transaction complies with the national industrial policies and laws and administrative regulations on environmental protection, land management, antitrust and so on.
2. After the completion of this transaction, the public shareholding ratio of the company shall not be less than 25% of the total share capital after issuance. This transaction will not lead to the company’s failure to meet the conditions for stock listing.
3. This transaction is conducted in accordance with relevant laws and regulations. The relevant appraisal institutions and handling personnel have no interest relationship or conflict with the underlying assets, the counterparty and the company, and are independent. At present, the audit and evaluation of the underlying assets are in progress. The final transaction price of the underlying assets will be determined by both parties through negotiation according to the evaluation report issued by the evaluation institution in accordance with the provisions of the securities law. The pricing basis of the underlying assets is fair, and there is no damage to the legitimate rights and interests of the company and shareholders.
4. Except that Changyi technology is going through the industrial and commercial change registration procedures for Lee Heng Lee’s subscription of 39.4749 million yuan of Changyi technology’s new registered capital and the change registration procedures for Lee Heng Lee’s equity assets used for this contribution to Changyi technology’s name, the asset ownership involved in this transaction is clear, and there are no legal obstacles to asset transfer or transfer, This transaction does not involve the transfer or disposal of creditor’s rights and debts. After the completion of this transaction, the creditor’s right and debt relationship related to the underlying assets will not change.
5. This transaction will help the company to enhance its sustainable operation ability, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization.
6. This transaction complies with the relevant provisions of the CSRC on the independence of listed companies.
7. Before this transaction, the company has established a corresponding corporate governance structure in accordance with the company law, the securities law and the relevant requirements of the CSRC. After the completion of this transaction, the company will continue to operate in strict accordance with the requirements of laws, regulations, normative documents and the articles of association, and continuously improve the corporate governance structure of the company. This transaction is conducive to the company to maintain a sound and effective corporate governance structure.
Therefore, the board of directors of the company believes that this transaction complies with the provisions of Article 11 of the reorganization management measures. (II) comply with the relevant provisions of Article 43 of the reorganization management measures
1. This transaction is conducive to improving the quality of the company’s assets, improving the company’s financial situation and enhancing sustainable profitability.
2. A certified public accountant shall issue a standard unqualified audit report on the company’s financial and accounting report for the most recent year. 3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations.
4. The assets purchased by the company through issuing shares are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit.
5. There is no violation of other conditions stipulated by the CSRC in this transaction. Therefore, the board of directors of the company believes that this transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the reorganization management measures. (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 on the compliance of this transaction with Articles 11, 43, 44 and relevant provisions of the measures for the administration of major asset restructuring of listed companies)
Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors January 21, 2022
