Zhejiang Sunriver Culture Co.Ltd(600576) independent directors
On matters related to the fourth meeting of the eighth board of directors
separate opinion
Zhejiang Sunriver Culture Co.Ltd(600576) (hereinafter referred to as “the company”) plans to purchase 100% equity of Beijing Bailong Green Technology Enterprise Co., Ltd., 100% equity of Phoenix Xiangsheng Tourism Development Co., Ltd., 100% equity of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. and 80% shares of Qiyunshan Tourism Co., Ltd. and 100% equity of Hangzhou Xiaodao Network Technology Co., Ltd. (the above are collectively referred to as “target assets”), and it is planned to raise supporting funds by non-public issuance of A-Shares to no more than 35 specific investors by means of inquiry (hereinafter referred to as “this transaction”). In accordance with the measures for the administration of major asset restructuring of listed companies and relevant normative documents, in order to ensure the effectiveness of financial data, the audit institution Rongcheng Certified Public Accountants (special general partnership) engaged to conduct an extended audit on the financial data of the subject assets as of November 30, 2021.
In accordance with 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 rules for independent directors of listed companies, the Zhejiang Sunriver Culture Co.Ltd(600576) articles of association and other relevant provisions, we are independent directors of the company, We have carefully and comprehensively reviewed the relevant proposals and documents considered at the fourth meeting of the eighth board of Directors provided by the company. Based on the position of independent judgment, we hereby express the following independent opinions:
1、 The relevant proposals reviewed by the board of directors have been approved by us in advance before being submitted to the board meeting for deliberation. Relevant proposals were deliberated and adopted at the fourth meeting of the eighth board of directors of the company, and related directors withdrew from voting. The convening, convening and voting procedures and methods of the board meeting shall comply with relevant national laws, regulations, normative documents and the articles of association. The voting results shall be legal and effective and will not harm the interests of the company and its shareholders, especially small and medium-sized investors.
2、 The company updated and issued the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its summary according to the updated audit report and reference review report of the financial data of the subject assets of this transaction as of November 30, 2021. We agree to the relevant contents of the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) (Revised).
3、 In order to ensure the effectiveness of the financial data of this transaction, comply with the relevant requirements of the CSRC and protect the interests of minority shareholders, Rongcheng Certified Public Accountants (special general partnership), an audit institution hired by the board of directors of the company, issued a supplementary audit report and reference review report on the company’s financial data as of November 30, 2021, which is in line with the administrative measures for major asset restructuring of listed companies Requirements on the effectiveness of financial data in relevant provisions such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies.
In conclusion, we believe that the relevant matters considered by the board of directors are in line with the provisions of 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 and other laws, regulations, normative documents and the articles of association, and in line with the interests of the company and all shareholders. As an independent director of the company, we agree to the relevant matters considered by the board of directors.
(there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of Zhejiang Sunriver Culture Co.Ltd(600576) independent directors’ independent opinions on matters related to the fourth meeting of the eighth board of directors) independent directors:
Li Jiangtao, Wang houliqin
April 1, 2022
