Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
Notes on the compliance of this transaction with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
Whereas 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), 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”).
The company plans to issue shares to no more than 35 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 listed company before this issuance.
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), as follows:
1、 This transaction complies with Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The company is not prohibited from issuing shares to specific objects as stipulated in Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
(I) arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(II) the preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinions has been issued in the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinions on the listed company has not been eliminated. Except that the issuance involves major asset restructuring;
(III) the current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
(IV) the listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(V) the controlling shareholders and actual controllers have committed major illegal acts that seriously damage the interests of the listed company or the legitimate rights and interests of investors in the past three years;
(VI) major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests in the past three years.
2、 This transaction complies with Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The use of the matching raised funds for this transaction complies with the provisions of Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
(I) comply with national industrial policies and laws and administrative regulations on environmental protection and land management; (II) except for financial enterprises, the use of the raised funds shall not be financial investment, nor shall they be invested directly or indirectly in companies whose main business is the trading of securities;
(III) after the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
3、 This transaction complies with Article 55 of the measures for the administration of securities issuance and registration of companies listed on the gem
The issuance objects of the supporting raised funds for this transaction are no more than 35 specific investors, which is in line with Article 55 of the measures for the administration of securities issuance and registration of companies listed on the gem.
4、 This transaction complies with the provisions of articles 56, 57 and 58 of the measures for the administration of securities issuance and registration of companies listed on the gem
The pricing benchmark date of the matching raised funds in this transaction is the first day of the issuance period, and the issuance price shall not be less than 80% of the average price of the company’s shares 20 trading days before the pricing benchmark date; This issuance does not involve the determination of the issuance object, and the issuance price and issuance object will be determined by bidding, which is in line with the provisions of articles 56, 57 and 58 of the measures for the administration of securities issuance registration of companies listed on GEM.
5、 The supporting funds raised this time comply with the provisions of Article 59 of the measures for the administration of securities issuance and registration of companies listed on the gem
There are no more than 35 subscribers of the supporting raised funds in this transaction, and there is no situation of determining the issuing object in advance. The shares subscribed by the subscriber for this issuance shall not be transferred within 6 months from the date of the completion of the issuance of the shares issued with the raised supporting funds, which complies with the relevant provisions of Article 59 of the measures for the administration of securities issuance and registration of companies listed on the gem.
To sum up, this transaction meets the substantive conditions specified in the measures for the administration of securities issuance and registration of companies listed on the gem.
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’ statement on the compliance of this transaction with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors on January 21, 2022)
