Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director
On relevant matters of the sixth meeting of the third board of directors of the company
separate opinion
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) held the sixth meeting of the third board of directors on March 11, 2022 to consider the company’s purchase of the counterparty Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership) (hereinafter referred to as “Paradise Silicon Valley Hangshi”), leeheng Lee Matters related to the 976687% equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology” or “target company”) held by Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as “Jinggangshan Lecheng”) and the raising of supporting funds (hereinafter referred to as “this transaction”), as well as matters related to the first grant of the company’s equity incentive plan in 2022 (hereinafter referred to as “this incentive plan”).
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), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the Administration of restructuring), and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as the rules for the listing of stocks) Relevant laws, regulations and normative documents such as the governance standards of listed companies, the rules for independent directors of listed companies, the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of Association (hereinafter referred to as the articles of association), the rules of procedure of Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors (hereinafter referred to as the rules of procedure of the board of directors) In accordance with the relevant provisions of the Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director working system (hereinafter referred to as the independent director working system) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures for the administration of equity incentive), as independent directors of the company, we are based on the principles of independence, objectivity and impartiality, Carefully reviewed the relevant matters considered at the sixth meeting of the third board of directors of the company, and issued independent opinions as follows:
1、 Decision making procedures for this transaction
The proposals submitted to the sixth meeting of the third board of directors of the company for deliberation have been carefully reviewed by us before the meeting, the relevant proposals have been approved by us in advance before being submitted to the board of directors for deliberation, and the proposals submitted to the board of directors for deliberation have been deliberated and passed.
This transaction constitutes a connected transaction and does not involve the avoidance of voting by connected directors. One person, one vote is implemented at the meeting, and all directors exercise their voting rights in the form of written registration. The proposal on matters related to this transaction of the company was deliberated and adopted at the sixth meeting of the third board of directors of the company.
The convening procedures and voting procedures and methods of the board of directors are in line with the provisions of relevant laws, regulations and normative legal documents, the articles of association and the rules of procedure of the board of directors.
2、 Transaction plan for this transaction
1. The trading scheme of this transaction complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the reorganization management measures, etc. the scheme is reasonable and does not harm the interests of the company’s shareholders, especially the minority shareholders.
2. The transaction plan of this transaction is operable and can be implemented after obtaining the necessary approval and authorization. We agree with the transaction plan formulated by the board of directors.
3. This transaction will not lead to the change of the company’s control, and the company’s control has not changed since the company was listed, which does not constitute the situation of reorganization and listing specified in Article 13 of the reorganization management measures.
4. The company meets all the conditions for implementing the issuance of shares to purchase assets and raise supporting funds, and the transaction complies with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and the provisions of relevant laws and regulations.
3、 Pricing of this transaction
The pricing of the underlying assets involved in this transaction will be based on the evaluation value determined by the evaluation report issued by the evaluation institution in accordance with the provisions of the securities law, determined by the parties to the transaction through consultation, 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.
4、 Relevant documents on this transaction
1. The report on Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) and its abstract are true, accurate and complete. The report has disclosed in detail the legal procedures to be performed in this transaction and fully disclosed the relevant risks.
2. The relevant agreements signed by the parties to this transaction comply with the provisions of the reorganization management measures, the civil code of the people’s Republic of China and other laws and regulations. They are legal and effective. They agree that the company and the counterparty sign the transaction agreement with effective conditions and agree to the scheme and arrangement of this transaction.
3. We recognize the contents of the relevant audit report issued by the audit institution, the reference review report issued by the reference review institution and the evaluation report issued by the evaluation institution in this transaction, and agree that the data and conclusions of the above documents are quoted in the report on Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) prepared by the company.
In conclusion, we believe that this transaction is conducive to improving the company’s financial situation, enhancing the ability of sustainable operation, enhancing the company’s ability to resist risks, and will not affect the company’s independence or add substantive horizontal competition, which is in line with the interests of the company and all shareholders; Up to now, the procedures performed by the company comply with the provisions of laws and regulations. We agree that the company’s plans, arrangements and proposals on this transaction involve relevant matters, and agree to submit the relevant proposals considered at this meeting of the board of directors to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the independence of the evaluation institution of this transaction, the rationality of evaluation assumptions, the correlation between evaluation methods and evaluation purposes, and the fairness of evaluation pricing
1. The asset appraisal institution employed in this transaction is Zoomlion asset appraisal group Co., Ltd., which is qualified to provide services for this transaction. Except for business relationship, Zoomlion asset appraisal group Co., Ltd. and its appointed handling appraiser have no other related relationship with the relevant parties involved in this transaction, nor do they have realistic and expected interests or conflicts, so they are independent.
2. The assumptions and premises of this appraisal are in line with relevant national laws, regulations and normative documents, the requirements of appraisal standards and industry practices, and the actual situation of the appraisal object. The assumptions and premises of the appraisal are reasonable.
3. This appraisal adopts the appraisal method that is compliant and in line with the actual situation of the subject asset. The method is reasonable and relevant to the purpose of the appraisal.
4. During the appraisal, the appraisal institution has implemented the necessary appraisal procedures. The important appraisal parameters such as the appraisal value analysis principle, model and discount rate adopted are in line with the actual situation of the subject asset. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal results are fair as the pricing basis.
In conclusion, the appraisal method is independent and reasonable, and the appraisal method is reasonable.
6、 Matters related to the report on the use of the previously raised funds
In view of the fact that the time of receipt of the company’s previously raised funds is less than 5 fiscal years ago, the use of the previously raised funds needs to be verified in this transaction. The board of directors of the company has prepared the report on the use of the previously raised funds, which is true, accurate and complete, free from false records, misleading statements and major omissions, and in line with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds, There is no misappropriation of the raised funds or arbitrary change in the purpose of the raised funds, and the use of the raised funds does not damage the legitimate rights and interests of the company and minority shareholders.
7、 Independent opinions on granting restricted shares to incentive objects for the first time
The company plans to grant some incentive objects for the first time in this incentive plan. We believe that:
According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the restricted stock incentive plan in 2022 was March 11, 2022, which was in line with the administrative measures for equity incentive of listed companies, listing rules and other laws Regulations and the relevant provisions on the grant date in the company’s 2022 restricted stock incentive plan (Draft) and its abstract. At the same time, this grant also meets the provisions on the conditions for the granting of restricted shares to the incentive objects in the company’s 2022 restricted stock incentive plan. The subject qualification of some incentive objects granted for the first time in 2022 restricted stock incentive plan is legal and effective, The conditions for the incentive object to be granted restricted shares have been met.
In conclusion, we unanimously agree to take March 11, 2022 as the first grant date of the restricted stock incentive plan in 2022, and agree to grant 4.2 million class II restricted shares to 156 incentive objects who meet the grant conditions at 25.17 yuan / share.
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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 independent opinions on matters related to the sixth meeting of the third board of directors of the company) signature of independent director:
Yu Xiekang, Huang Ying, Li Qingfeng
Date of issuance of independent opinions of independent directors: mm / DD / yyyy
