Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
Completeness and compliance of legal procedures for Restructuring Performance
And the validity of the legal documents submitted
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”).
According to 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 continuous supervision of GEM listed companies, and the review rules for major asset restructuring of GEM listed companies of Shenzhen Stock Exchange Relevant laws and regulations, such as the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 8 – major asset reorganization (hereinafter referred to as “self regulatory guidance No. 8”) According to the provisions of the rules and other normative documents and the articles of Association (hereinafter referred to as the “articles of association”), the completeness and compliance of the board of directors in performing the legal procedures for this transaction and the effectiveness of the legal documents submitted are described as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) the company disclosed the Hangzhou Chang Chuan Technology Co.Ltd(300604) suspension announcement on January 8, 2022 due to the planning of restructuring. After the company applied to Shenzhen Stock Exchange, the trading of the company’s shares will be suspended from the opening of the market on January 10, 2022. During the suspension period, the company disclosed the suspension progress announcement on planning to issue shares to purchase assets on January 14, 2022.
(II) during the suspension of the company’s shares, the company has basically determined the independent financial consultants, law firms, accounting firms, asset appraisal institutions and other intermediaries involved in the transaction, actively promoted various works of the transaction, fully verified the scheme of the transaction, communicated with the counterparty of the transaction, and formed a preliminary scheme, And sign the confidentiality agreement with all intermediaries and counterparties.
(III) during the suspension period of the company’s shares, the company shall issue an announcement on the progress of matters related to this transaction at least every five trading days.
(IV) during the suspension of the company’s shares, the company prepared the plan for Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and raising supporting funds and related party transactions and other relevant documents required by Shenzhen Stock Exchange and China Securities Regulatory Commission in accordance with the provisions of laws, regulations, rules and other normative documents related to the major asset reorganization of listed companies.
(V) before the meeting of the board of directors, the independent directors of the company carefully reviewed the proposals and documents related to the transaction, approved the matters related to the transaction in advance, agreed to submit the relevant proposals to the board of directors for deliberation, and expressed independent opinions on the transaction and related matters.
(VI) on January 21, 2022, the company signed the agreement of Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets with effective conditions with Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), Lee Heng Lee and Jinggangshan Lecheng equity investment partnership (limited partnership).
(VII) on January 21, 2022, the company held the fourth meeting of the third board of directors to consider and pass the proposals related to this transaction.
To sum up, the company has performed the necessary legal procedures for matters related to this transaction in accordance with the provisions of relevant laws, regulations, rules and other normative documents and the articles of association. The performance process of these procedures is complete, legal and effective.
2、 Notes on the validity of legal documents submitted by the company for this transaction
The relevant legal documents to be submitted for this transaction in accordance with the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) and the self regulatory guidelines No. 8, The board of directors and all directors of the company make the following statements and guarantees: the company guarantees that the legal documents submitted by the exchange do not contain any false records, misleading statements or major omissions, and the board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the above documents.
In conclusion, the board of directors of the company believes that the legal procedures for the performance of this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted are legal and valid. It is hereby explained.
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Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors January 21, 2022
