Securities code: 300604 securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) Announcement No.: 2022-005 Hangzhou Chang Chuan Technology Co.Ltd(300604)
Announcement of resolutions of the fourth meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The fourth meeting of the third board of supervisors of Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) was held in the company’s conference room on January 21, 2022. The meeting was presided over by Ms. Jia Shuhua, chairman of the board of supervisors. The meeting was voted by means of communication. There were 3 supervisors who should participate in the voting and 3 supervisors who actually participated in the voting. 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、 Meetings of the board of supervisors
After deliberation and voting by the attending supervisors, the following proposals were adopted:
1、 The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
The board of supervisors believes that the contents of the company’s restricted stock incentive plan (Draft) for 2022 and its abstract comply 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, the rules for the listing of shares on the venture board of Shenzhen Stock Exchange (revised in December 2020) and other relevant laws Regulations, normative documents and provisions of the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association. The implementation of this incentive plan will help to further improve the company’s governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, enhance the company’s core team’s sense of responsibility and mission for the sustainable and healthy development of the company, better mobilize the initiative, enthusiasm and creativity of personnel, and safeguard the interests of the company and shareholders, The realization of the company’s development planning objectives is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
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
The board of supervisors believes that the company’s measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022 conforms to the relevant provisions of the policy and the actual situation of the company, can ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, and will further improve the corporate governance structure and form a good and balanced value distribution system, The establishment of a benefit sharing and restraint mechanism between shareholders, company managers and core backbone personnel is conducive to the sustainable development of the company, and there is no damage to the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 The proposal on verifying the list of some incentive objects granted for the first time by the restricted stock incentive plan in Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 was deliberated and adopted
The board of supervisors believes that: the persons listed in the list of incentive objects granted for the first time in the company’s restricted stock incentive plan have the qualifications specified in the company law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents, and there is no situation that they have been identified as inappropriate candidates by the stock exchange, the CSRC and its dispatched offices in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law of the people’s Republic of China stipulates that he shall not serve as a director or senior manager of the company; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meets the incentive object conditions specified in the administrative measures for equity incentive of listed companies, meets the incentive object scope specified in the company’s restricted stock incentive plan 2022 (Draft) and its abstract, and its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal Effective.
The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the review opinions of the board of supervisors on the incentive list and the explanation of publicity 5 days before the shareholders’ meeting deliberates the incentive plan for restricted stocks.
Voting results: 3 in favor, 0 against and 0 abstention.
4、 The proposal on the company meeting the conditions for issuing shares to purchase assets and raising supporting funds and related party transactions was deliberated and adopted
The board of supervisors held that: 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 major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), and the measures for the continuous supervision of companies listed on GEM (for Trial Implementation) Relevant provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ major asset restructuring review rules, Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company” or “the listed company”) intends to purchase the equity investment partnership (limited partnership) of the counterparty Hangzhou paradise Silicon Valley Hangshi (hereinafter referred to as “Paradise Silicon Valley Hangshi”), Lee Heng Lee Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as “Jinggangshan Lecheng”) holds 97.6687% equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology” or “target company”) and raises supporting funds (hereinafter referred to as “this transaction”). After the completion of this transaction, the listed company will hold 100% equity of Changyi technology.
After detailed and careful self-examination and demonstration of the actual situation and related matters of the company, the board of supervisors of the company believes that the company meets the requirements and substantive conditions for issuing shares to purchase assets and raising supporting funds.
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 board of supervisors believes that the specific scheme for the company to issue shares to purchase assets and raise supporting funds is as follows: (I) the 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.
The number approved by the exchange and registered by the CSRC shall prevail.
(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 50.33 40.27
Through friendly negotiation between all parties to the transaction, the issuance price of the issued shares to purchase assets is 40.27 yuan / share, which is no less than 80% of the average trading price of the company’s shares 120 trading days before the pricing benchmark date.
From the pricing base date to the issuance date, if the listed company has ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant rules of the CSRC and the Shenzhen Stock Exchange.
6. Number of shares issued
The estimated value of 100% equity of Changyi technology, the subject company of this transaction, is 280 million yuan, and the estimated value of 97.6687% equity of the corresponding subject company is 273.5 million yuan. With reference to the issuance price of assets purchased by this issuance of shares, the issuance price is 40.27 yuan / share, The number of shares issued to purchase assets by issuing shares this time is 6791655 shares (rounded down to shares, and the part less than one share is regarded as the donation of the counterparty to the company and directly included in the company’s capital reserve). The number of shares issued to each counterparty is as follows:
The transaction consideration of Changyi technology held by the underlying asset counterparty (10000 yuan) the number of shares issued and the proportion of equity (%) (shares)
Paradise Silicon Valley Hangshi 69.9382 19584.68 4863341
Changyi technology Lee Heng Lee 18.4054 5154.03 1279869
97.6687% equity
Jinggangshan Le orange 9.3251 2611.29 648445
Total 97.6687 27350.00 6791655
During the period from the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance quantity will be adjusted accordingly according to the change of issuance price and the relevant provisions of China Securities Regulatory Commission and Shenzhen stock exchange.
7. Periodic arrangement of share lock
If the counterparty holds the equity of the underlying assets used to subscribe for such shares for more than 12 months when it obtains the new shares of the listed company through this transaction, the shares of the listed company obtained by subscribing for the underlying assets in this transaction shall not be transferred within 12 months from the date of completion of issuance; If, as of the date when the counterparty obtains the new shares of the listed company, it has held the equity of the underlying assets used to subscribe for such shares for less than 12 months, the shares of the listed company obtained by subscription with such part of the underlying assets in this transaction shall not be transferred within 36 months from the date of completion of issuance.
After the completion of this transaction, the bonus shares, capital reserve converted into share capital and other shares of the listed company enjoyed by the above counterparties based on this transaction shall also comply with the above lock up period
