Zhejiang Sunriver Culture Co.Ltd(600576) independent directors
On matters related to the fourth meeting of the eighth board of directors
Prior approval 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"). According to 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, Rongcheng Certified Public Accountants (special general partnership), the audit institution hired by the company, conducted an additional 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, The relevant proposals and documents submitted to the fourth meeting of the eighth board of directors for deliberation have been obtained and carefully reviewed before the meeting. After careful analysis, the prior approval opinions are as follows:
1. The relevant proposals proposed to be considered by the board of directors comply 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 and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and there is no situation that damages the interests of minority shareholders.
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 recognize the relevant contents of the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting 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.
4. We agree that the company will submit relevant proposals to the fourth meeting of the eighth board of directors for deliberation. As this transaction constitutes a connected transaction, when the board of directors of the company votes on the relevant proposals of this transaction, the connected directors shall withdraw from voting according to law.
(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' prior approval opinions on matters related to the fourth meeting of the eighth board of directors) independent directors:
Li Jiangtao, Wang houliqin
March 29, 2022
