Independent opinions of independent directors on relevant matters of the 11th meeting of the 6th board of directors of the company
Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) independent director
Independent opinions on relevant matters
As an independent director of Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) (hereinafter referred to as "the company" or " Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) "), after careful research, he has expressed his independent opinions on relevant matters as follows in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the guiding opinions on the establishment of independent director system in Listed Companies and other laws and regulations and the relevant provisions of the Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) articles of association:
1、 Signing of the agreement on the transfer of 17% equity of Internet harbor
<股权转让协议>
Independent opinion on the motion
Haoteng investment management partnership (limited partnership) of Ningbo Meishan free trade port area (hereinafter referred to as "Haoteng investment") plans to purchase 17% equity of Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "Internet harbor") from the company at a price of 14.5 million yuan. Both parties have signed the equity transfer agreement with effective conditions.
According to the asset appraisal report (Kyp [2021] No. 801) issued by Kunyuan Asset Appraisal Co., Ltd., as of September 30, 2021, the appraisal value of all shareholders' equity of Internet Harbor was -170287134.15 yuan. The appraisal value corresponding to the 17% equity held by the company is -28948812.81 yuan. According to the unaudited financial statements provided by Internet harbor, as of September 30, 2021, the net assets of Internet harbor were -128.6977 million yuan, and the net assets per share were -2.57 yuan.
By consulting the financial statements of Hangzhou Dacheng Technology Co., Ltd. (hereinafter referred to as "Dacheng Technology") and the situation statement issued by it, under the condition that Dacheng Technology has constituted a breach of contract, in view of the current financial situation, acquisition capital arrangement and equity price payment arrangement of Haoteng investment, Haoteng investment has more performance ability than Dacheng Technology.
According to the situation reported by the company's management, the valuation agency and its valuation personnel employed by the company do not have realistic and expected interests or conflicts with the company, Internet harbor and its shareholders, and have sufficient independence. We also require that the valuation assumptions set by the appraisal institution and appraisers must follow the principles of independence, objectivity, scientificity and impartiality, and use the valuation method that is compliant and in line with the actual situation of the subject asset.
The transaction price corresponding to the 17% equity of Internet harbor is 14.5 million yuan. Although it is transferred to Haoteng investment at a price lower than the repurchase price of Dacheng Technology, the transfer price is higher than the net asset price and evaluation value per share of Internet harbor, and
Independent opinions of independent directors on relevant matters of the 11th meeting of the 6th board of directors of the company
The liquidated damages payable by Dacheng Technology this time are the result of integrating the actual operating conditions, net asset price and assessed value of the Internet harbor, and the transfer price is reasonable.
Therefore, by comparing and analyzing the transaction consideration and the valuation issued by the valuation institution, the transaction pricing is fair and reasonable, and there is no transfer of interests and damage to the legitimate rights and interests of listed companies and shareholders.
According to the relevant announcements disclosed by the company, this transaction will be submitted to the board of directors and the general meeting of shareholders for approval, which complies with the legal procedures and rules of procedure of the third meeting of the listed company, and the transaction procedure is legal.
The company and relevant directors, supervisors and senior executives checked the financial data of Internet harbor, the financial statements of Dacheng Technology and the statement of situation issued by it, and Ren Zhiyuan's personal disclosure of litigation information in view of the current complex business situation of Internet harbor; Meanwhile, Kunyuan Asset Appraisal Co., Ltd., Beijing Dacheng (Shanghai) law firm and other intermediaries were hired for further verification. The relevant directors, supervisors and senior executives have judged the situation, performed their duties diligently, and have not found any interest transmission or damage to the interests of the listed company.
Based on the fundamental interests of the company and investors, we unanimously agree to submit the transaction plan to the general meeting of shareholders for deliberation.
2、 On signing the agreement with Dacheng Technology
<补充协议二>
Independent opinion on the motion
Under the condition that Dacheng Technology is unable to continue to perform the contract and pay liquidated damages, the company actively introduces a new acquirer by comprehensively considering the current financial situation and operation of Internet harbor. After reaching an agreement with Haoteng investment, the company transfers the remaining 17% equity of Internet harbor at a price higher than the net asset price per share and evaluation value of Internet harbor, Although it is lower than the price agreed in the equity transfer agreement between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as the "original agreement"), it is based on the current equity evaluation value and covers the liquidated damages payable by Dacheng Technology (liquidated damages of RMB 13.33 million), and the transaction price is fair. Based on the demand of Haoteng investment for the stability of the management of Internet harbor, the company signed the supplementary agreement II on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "supplementary agreement II") with effective conditions with Dacheng Technology, One of the preconditions for the effectiveness of supplementary agreement II is the effectiveness of the equity transfer agreement between the company and Haoteng investment. If the equity transfer agreement is successfully performed, the company will obtain the equity transfer money to increase cash flow, and can also successfully separate the equity and creditor's rights relationship with the Internet harbor, which is conducive to the recovery of the creditor's rights of the Internet harbor. Due to the long performance period of this equity transfer agreement and the unstable operation of Internet harbor, there are certain performance risks in the equity transfer agreement. If the equity transfer agreement fails to be performed smoothly, Haoteng investment
Independent opinions of independent directors on relevant matters of the 11th meeting of the 6th board of directors of the company
If it fails to pay RMB 14.5 million for equity transfer to the company as agreed in the equity transfer agreement and is overdue for more than 30 days, Dacheng Technology shall still perform its contractual obligations in accordance with articles 4.2 and 14.1 of the original agreement.
Based on the above circumstances, the company has tried its best to control risks and retain rights and interests in the process of performance, and there is no damage to the interests of the company. We unanimously agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
3、 Disposal and signing of compensation rights for overdue debts and related performance commitments of Internet harbor
<补充协议三>
Independent opinion on the motion
On March 18, 2021, the company signed the equity transfer agreement I between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) about Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "supplementary agreement I") with internet harbor, Dacheng Technology and Ren Zhiyuan. The main contents are as follows: 1. Internet harbor shall pay off all debts before December 31, 2021; 2. If Internet harbor pays off all debts according to the contract and the remaining 17% equity of Internet harbor held by the company is properly disposed of, the company agrees to transfer it to Ren Zhiyuan Shenzhen Qianhai Huaxing CICA investment partnership (limited partnership) (hereinafter referred to as "Shenzhen Qianhai") claims all relevant performance commitment compensation rights (2017 and 2018) (hereinafter referred to as "performance compensation rights"). At present, according to the communication between the company and Internet harbor and the understanding of its business situation, Internet harbor is unable to pay off all debts before December 31, 2021 in accordance with supplementary agreement I. In view of the overdue loan, the company still reserves the right of performance compensation.
Internet harbor promises to return the principal of at least RMB 18.2346 million in 2021, and the remaining RMB 29 million will be returned in four quarters in 2022.
The company is based on: 1. The actual operation status of Internet harbor with continuous losses and negative net assets and the actual situation of relevant guarantees; 2. The actual results of the repayment of the loan principal of RMB 18.2346 million by Internet harbor in 2021; 3. The transfer agreement has been reached for 17% equity of Internet harbor, but the delivery has not been completed. The company needs to maintain the relatively stable operation of Internet harbor, and the company agrees to reach a further deferred repayment plan with internet harbor.
On December 30, 2021, the company signed the Supplementary Agreement III on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) about Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "Supplementary Agreement III") with internet harbor, Dacheng Technology and Ren Zhiyuan with effective conditions. The main contents are as follows: 1 The principal of the Internet harbor loan of 29 million yuan is applied for an extension of one year and repaid in four quarters, with an annualized interest rate of 7%; 2. Ren Zhiyuan provides personal joint guarantee, and 34% equity of Internet harbor held by Dacheng Technology and 44% of Internet harbor held by Ren Zhiyuan provide pledge guarantee; 3. After the loan is fully repaid, the performance compensation rights of Ren Zhiyuan and Shenzhen Qianhai are still transferred
Independent opinions of independent directors on relevant matters of the 11th meeting of the 6th board of directors of the company
Transferred to Dacheng Technology; 4. Internet harbor agrees to Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) continue financial supervision over Internet harbor until the loan is paid off.
The signing of this Supplementary Agreement III is in line with the interests of all shareholders and the company, and there is no damage to the rights and interests of minority shareholders. We unanimously agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
Independent director: Song Guanghua, bu Danlu, pan Chang
December 30, 2001
