Songcheng Performance Development Co.Ltd(300144) prior approval Songcheng Performance Development Co.Ltd(300144) independent director
With regard to the prior approval opinions on relevant matters of the 15th meeting of the seventh board of directors, in accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations, as well as the articles of association and the working system of independent directors, we are the independent directors of Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as the “company”), Based on the principle of diligence and responsibility, express prior approval opinions on the following matters:
1. We have carefully reviewed the proposal on hiring an audit institution in 2022 submitted by the company. It is understood that Lixin Certified Public Accountants (special general partnership) has the qualification in the securities industry and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he followed the independent audit standards for Chinese certified public accountants, worked diligently and dutifully, and fairly and reasonably expressed independent audit opinions. In addition, since the company and Lixin Certified Public Accountants (special general partnership) have many years of cooperation experience, and the overall strength, service awareness, project fees and other aspects of the accounting firm meet the current audit requirements of the company, we agree to continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. 2. We carefully reviewed the proposal on the prediction of daily connected transactions in 2022 submitted by the company and asked the relevant personnel of the company about the background of connected transactions. We believe that the prediction of daily connected transactions in 2022 submitted by the company is the needs of the company’s daily production and operation, and the pricing of connected transactions is in line with the market principle. The daily related party transactions of the company in 2021 were carried out on the basis of equality and mutual benefit and did not harm the interests of the company and shareholders. Therefore, it is agreed to submit this proposal to the board of directors of the company for deliberation.
3. We have carefully reviewed the proposal on the transfer of equity and related party transactions of Zhuhai Subsidiary submitted by the company, and believe that this related party transaction is in line with the actual situation of the company, which is conducive to improving the company’s financial situation and enhancing the flexibility of the company’s operation; This connected transaction follows the principles of fairness, voluntariness, fairness, reasonableness and consensus through consultation. The value of the underlying equity involved in the exchange is based on the evaluation value determined in the asset evaluation report issued by the asset evaluation institution with securities and futures qualification. The evaluation result is reasonable, the pricing is fair, and the transfer price is determined by both parties through consultation; Moreover, the reason for exempting the controlling shareholder Songcheng group from purchasing 100% equity of the target company with its own funds to fulfill the commitment to avoid horizontal competition is objective and true, and there is no harm to the company and shareholders, especially small and medium-sized enterprises
Songcheng Performance Development Co.Ltd(300144) prior approval of the legal interests of shareholders. Therefore, it is agreed to submit this proposal to the board of directors of the company for deliberation, and the related directors should avoid voting.
4. We have carefully reviewed the proposal on the transfer of equity of Hong Kong subsidiaries and related party transactions submitted by the company, and believe that this related party transaction is in line with the actual situation of the company, which is conducive to resolving the uncertainty of overseas assets, improving the company’s financial safety and promoting the healthy development of business; This connected transaction follows the principles of fairness, voluntariness, fairness, reasonableness and consensus through consultation. The value of the underlying equity involved in the exchange is based on the evaluation value determined in the asset evaluation report issued by the asset evaluation institution with securities and futures qualification. The evaluation result is reasonable, the pricing is fair, and the transfer price is determined by both parties through consultation; In addition, the reason for exempting the controlling shareholder Songcheng group from purchasing 100% equity of the target company with its own funds to fulfill the commitment to avoid horizontal competition is objective and true, and there is no case that damages the legitimate interests of the company and shareholders, especially minority shareholders. Therefore, it is agreed to submit this proposal to the board of directors of the company for deliberation, and the related directors should avoid voting.
We agree to submit all the above proposals to the 15th meeting of the seventh board of directors for deliberation.
Independent directors: Liu Shuzhe, Yang Yiqing, Yu qinyi April 23, 2002
