Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Independent directors' opinions on matters related to the 22nd Meeting of the second board of directors
Prior approval of
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as "the company") intends to purchase 100% equity and all related interests of Dongguan xinweixing Electronics Co., Ltd. jointly held by Duan Zhigang, Duan Zhijun, Shenzhen Frd Science & Technology Co.Ltd(300602) , Dongguan xinweitongda venture capital partnership (limited partnership) and Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership) by issuing shares and paying cash (hereinafter referred to as "underlying assets"). Meanwhile, the company plans to issue shares to the controlling shareholder Li Ming to raise matching funds, with a total amount of no more than 150 million yuan, no more than 100% of the transaction price of the proposed shares to purchase assets, and the number of shares issued by raising matching funds does not exceed 30% of the total share capital of the company before this transaction.
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), the measures for the continuous supervision of companies listed on GEM (for Trial Implementation) (hereinafter referred to as the "measures for continuous supervision") ”）Review rules for major asset restructuring of companies listed on gem of Shenzhen Stock Exchange (hereinafter referred to as "review rules for restructuring"), administrative measures for registration of securities issuance of companies listed on GEM (for Trial Implementation) (hereinafter referred to as "administrative measures for registration"), guiding opinions on establishing independent director system in listed companies and Shenzhen Hui Chuang Da Technology Co.Ltd(300909) articles of Association (hereinafter referred to as "articles of association") Shenzhen Hui Chuang Da Technology Co.Ltd(300909) working system of independent directors As an independent director of the company, after fully understanding and verifying the relevant materials and documents, and in line with the attitude of being responsible to the company and all shareholders, as well as the principle of independence, objectivity and impartiality, we express the following independent opinions in advance on the relevant proposals to be deliberated at the 22nd Meeting of the second board of directors of the company:
1. The company complies with the conditions for the implementation of this transaction stipulated in the company law, securities law, reorganization management measures, continuous supervision measures, reorganization review rules, registration management measures and other laws, administrative regulations and normative documents.
2. The plan for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions prepared by the company for this transaction and its abstract are true, accurate and complete, and the transaction scheme is reasonable and feasible.
3. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction is not expected to constitute a major asset restructuring. In addition, this transaction will not lead to the change of the company's control and does not constitute reorganization and listing.
4. Before this transaction, there was no related relationship between the counterparty and the company; After the completion of this transaction, the counterparty Duan Zhigang and the persons acting in concert Duan Zhijun Dongguan xinweitongda venture capital partnership (limited partnership) is expected to hold more than 5% of the company's shares in total, and this transaction is expected to constitute a related party transaction. The issuing object of the raised supporting funds is Li Ming, the controlling shareholder of the company, and the raised supporting funds constitute a related party transaction. 5. After negotiation between the parties to the transaction, the transaction price is preliminarily determined as RMB 40 million, and the final transaction price will be in accordance with the requirements hired by the company Based on the appraisal results issued by the asset appraisal institution specified in the securities law, a supplementary agreement shall be signed after negotiation by all parties; To ensure that the underlying asset pricing is fair and reasonable, complies with the provisions of relevant laws, regulations and normative documents, and prevents damage to the interests of the company and all its shareholders, especially minority shareholders. 6. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this transaction are legal and effective.
7. The completion of this transaction will help to improve the company's asset quality and profitability, enhance the company's sustainable operation ability, core competitiveness and anti risk ability, comply with the interests of all shareholders of the company and do not damage the interests of minority shareholders.
8. The audit and evaluation involved in this transaction have not been completed. We agree not to hold the general meeting of shareholders related to this transaction for the time being. After the audit and evaluation are completed, the board of directors will convene the general meeting of shareholders to review the matters related to this transaction.
9. The company has fulfilled the obligation of information disclosure at this stage as required, and has signed confidentiality agreements with counterparties and relevant securities service institutions; This transaction must be approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and registered with CSRC; The procedures performed by the company comply with the provisions of relevant laws, regulations and normative documents.
In conclusion, we unanimously agree to submit the relevant proposals of this transaction to the 22nd Meeting of the second board of directors of the company for deliberation.
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(there is no text on this page, which is the signature page of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) independent director's prior approval opinions on matters related to the 22nd Meeting of the second board of directors) signature of independent director:
Zhang Jianjun, Ma Yingbing, Yuan TongZhou
December 17, 2021
