Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director
Matters related to the purchase of assets and the raising of supporting funds by the company through the issuance of shares
Prior approval opinion
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) intends to purchase the equity investment partnership (limited partnership) of 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 976687% 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”).
In accordance with 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) and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the Administration of restructuring) The board of directors of the company provided the relevant information of the board of directors to the independent directors before the sixth meeting of the third board of directors in accordance with the relevant laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the governance standards of listed companies, the rules of independent directors of listed companies and the relevant provisions of Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association. As an independent director of the company, we have carefully reviewed the meeting materials and fully demonstrated the matters involved in these proposals based on the principles of independence, objectivity and impartiality. Now we express the following prior approval opinions on this transaction:
1、 This transaction complies with the provisions of relevant laws, regulations and normative documents, is conducive to improving the company’s financial situation and enhancing the ability of sustainable operation, will not affect the independence of the company, and will not damage the interests of the company and minority shareholders.
2、 This transaction does not constitute a major asset reorganization, and the transaction plan complies with the provisions of the company law, the securities law, the reorganization management measures and other relevant laws, regulations and normative documents.
3、 In this transaction, one of the counterparties, Paradise Silicon Valley Hangshi, holds 27.78% of the equity of Hangzhou Changchuan Intelligent Manufacturing Co., Ltd., a holding subsidiary of the company, which belongs to the situation of holding more than 10% of the shares of the holding subsidiary of the listed company. Based on the principle of prudence, the company recognizes paradise Silicon Valley Hangshi as a related party of the listed company, and this transaction constitutes a related party transaction. When considering the proposals involving related party transactions at this meeting of the board of directors, there are no directors who are related to the relevant proposals, and there is no need for related directors to avoid voting.
4、 The transaction plan of this transaction and the transaction agreement with effective conditions to be signed by all parties to the transaction comply with the provisions of relevant laws, regulations and normative documents. The transaction plan is reasonable and feasible, and the related party transactions involved are open, fair and reasonable, without damaging the interests of the company’s shareholders, especially the minority shareholders. 5、 The underlying assets involved in this transaction have been audited and evaluated by audit institutions and evaluation institutions that comply with the provisions of the securities law. These institutions have no relationship with the company and the counterparty and are independent. We recognize the relevant audit reports, reference review reports and evaluation reports issued by them. The pricing of this transaction will be based on the evaluation value determined in the evaluation report issued by the above-mentioned evaluation institution, determined by the parties to the transaction through negotiation, and will be deliberated and approved by the general meeting of shareholders of the company. The pricing is fair and does not harm the interests of the company and minority shareholders.
In conclusion, we agree to submit the relevant proposals of this transaction to the 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director’s prior approval opinions on matters related to the company’s issuance of shares to purchase assets and raise supporting funds) signature of independent director:
Yu Xiekang, Huang Ying, Li Qingfeng
Issuance Date of prior approval opinions of independent directors: mm / DD / yyyy
