Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
Explanation that this transaction complies with the provisions of Articles 18 and 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and articles 7 and 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange
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 board of directors of the company is satisfied with whether the transaction complies with the provisions of Articles 18 and 21 of the measures for continuous supervision of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for continuous supervision”) and Article 7 of the rules for the review of major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the review of restructuring”) After careful analysis of the provisions of Article 9, it is considered that:
1、 This transaction complies with Article 18 of the continuous supervision measures and Article 7 of the reorganization review rules
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 18 of the continuous supervision measures and Article 7 of the reorganization review rules. The details are as follows:
According to Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 7 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, the industry of the underlying assets of a listed company implementing major asset restructuring or issuing shares to purchase assets shall meet the positioning of the gem, Or in the same industry or upstream and downstream with the listed company. The company is mainly engaged in the R & D, production and sales of special IC equipment. It is a national high-tech enterprise and software enterprise committed to improving the technical level of special IC test equipment in China and actively promoting the upgrading of IC equipment industry. In this transaction, exis tech Sdn Bhd, the operating asset of the target company, is mainly engaged in the R & D, production and sales of integrated circuit sorting equipment. The core product is turret sorter, which is in the manufacturing industry of special integrated circuit equipment with the company. This transaction belongs to the M & a of enterprises in the same industry.
2、 This transaction complies with Article 21 of the continuous supervision measures and Article 9 of the reorganization review rules
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 21 of the continuous supervision measures and Article 9 of the reorganization review rules. The details are as follows:
According to Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, if a listed company issues shares to purchase assets, the price of the issued shares shall not be less 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 resolution of the board of directors to purchase assets by issuing shares this time.
The issue price of the issued shares to purchase assets is 40.27 yuan / share, and the issue price is not less than 80% of the average trading price of the company’s shares 120 trading days before the pricing benchmark date, which is in line with Article 21 of the measures for continuous supervision and Article 9 of the reorganization review rules.
It is hereby explained. (no text below)
(there is no text on this page, which is the sealed page of the Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors’ statement that this transaction complies with the provisions of Articles 18 and 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and the provisions of Articles 7 and 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange)
Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors January 21, 2022
