Songcheng Performance Development Co.Ltd(300144) independent opinion
Songcheng Performance Development Co.Ltd(300144) independent director
Independent opinions on relevant matters of the 15th meeting of the seventh board of directors
In accordance with the relevant provisions of relevant laws, regulations and rules, such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the rules for independent directors of listed companies and the working system for independent directors of Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as the “company”), as independent directors of the company, we have discussed the relevant matters considered at the 15th meeting of the seventh board of directors of the company, Based on independent judgment, the following opinions are expressed:
1、 Special instructions and independent opinions on the company’s external guarantees and funds occupied by related parties
After careful verification, we believe that the company does not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries, other related parties with less than 50% of the company’s shares, any unincorporated units or individuals. In 2021, the company had no external guarantee in any form, and there was no external guarantee extended to the reporting period in the previous period; There is no illegal occupation of the company’s funds by other controlling shareholders and other related parties. 2、 Independent opinions on 2021 profit distribution plan
In order to continuously repay shareholders, share the operating results of the company’s development with all shareholders, and better take into account the immediate and long-term interests of shareholders, according to the relevant provisions of the CSRC on encouraging dividends, under the condition of ensuring the healthy and sustainable development of the company, the profit distribution plan for 2021 formulated by the company does not damage the interests of shareholders, especially small and medium-sized shareholders, and is in line with the company law The relevant provisions of the articles of association and other laws and regulations on profit distribution are legal, compliant and reasonable.
We agree to the company’s 2021 profit distribution plan and agree to submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
We have carefully reviewed the company’s self-evaluation report on internal control in 2021. We believe that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. Corporate legal person
Songcheng Performance Development Co.Ltd(300144) independent opinion
Governance, daily management, information disclosure, external guarantee and other activities were carried out in strict accordance with the provisions of the company’s internal control, and the possible internal and external risks in each link were reasonably controlled, and the predetermined objectives of the company’s activities were basically achieved.
4、 Independent opinion on hiring audit institutions in 2022
Lixin Certified Public Accountants (special general partnership) is qualified 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, diligently and responsibly, and fairly and reasonably expressed independent audit opinions. We have issued a prior approval opinion on the appointment of an audit institution in 2022.
Given that 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 and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The daily related party transactions in 2022 are expected to be based on the needs of the company’s normal business activities. The estimated amount of related party transactions is reasonable and priced according to the market price. The pricing is reasonable and fair without harming the interests of the company and all shareholders. The daily related party transactions between the company and related parties will not affect the independence of the listed company, and the company’s business will not rely on related parties due to such transactions. Therefore, it is expected that the above-mentioned related party transactions will be submitted to the 2021 annual general meeting of shareholders and agreed.
6、 Independent opinions on the transfer of equity of Zhuhai Subsidiary and related party transactions
Based on the principle of independent and objective judgment, we carefully reviewed the proposal on the transfer of equity and related party transactions of Zhuhai Subsidiary and relevant documents.
The related party transactions of transferring the equity of Zhuhai Subsidiary to Songcheng group, the controlling shareholder of the company, meet the actual requirements of the company’s operation and development, help to improve the company’s financial situation, enhance the company’s anti risk ability and business flexibility, and ensure the long-term and stable development of the company.
The value of the underlying equity involved in this affiliated exchange is based on the asset appraisal institution with securities and futures business qualification
Songcheng Performance Development Co.Ltd(300144) independent opinion
The market value determined in the issued asset appraisal report is the pricing basis, and the transfer price of equity and creditor’s rights shall be determined by both parties through negotiation. The pricing principle of this transaction price complies with the provisions of relevant laws and regulations. This transaction is fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
In order to solve the problem of horizontal competition, Songcheng group and Songcheng Performance Development Co.Ltd(300144) intend to sign the entrusted management agreement, and promise to give priority to the transfer to the company when Zhuhai Songcheng Performance Development Co.Ltd(300144) Park meets the conditions for injection into the company, and the supplementary commitment issued conforms to the relevant laws and regulations such as the guidelines for the supervision and administration of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of China Securities Regulatory Commission, There is no situation that damages the legitimate interests of the company and small and medium-sized investors.
With regard to the compliance of the review and decision-making procedures with the provisions of laws, regulations and relevant systems, the related directors avoided voting. The convening, holding procedures and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective.
In conclusion, we unanimously agree on this related party transaction and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting.
7、 Independent opinions on the transfer of equity of Hong Kong subsidiaries and related party transactions
Based on the principle of independent and objective judgment, we have carefully reviewed the proposal on the transfer of equity and related party transactions of Hong Kong subsidiaries and relevant documents.
The related party transaction of transferring the equity of Hong Kong company to Songcheng group, the controlling shareholder of the company, meets the actual requirements of the company’s operation and development, is conducive to resolving the uncertainty of overseas assets, improving the company’s financial security and anti risk ability, and ensuring the long-term and stable development of the company.
The value of the underlying equity involved in this affiliated exchange is based on the market value determined in the asset appraisal report issued by the asset appraisal institution with securities and futures business qualification, and the transfer price of equity and creditor’s rights shall be determined by both parties through negotiation. The pricing principle of this transaction price complies with the provisions of relevant laws and regulations. This transaction is fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
In order to solve the problem of horizontal competition, Songcheng group has made a commitment to avoid horizontal competition, which can effectively solve the potential horizontal competition problems with the company, and is in line with the supervision guidelines for listed companies No. 4 – actual conditions of listed companies issued by the CSRC
Songcheng Performance Development Co.Ltd(300144) independent opinion
International controllers, shareholders, related parties, acquirers, commitments and performance of listed companies and other relevant laws and regulations do not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
With regard to the compliance of the review and decision-making procedures with the provisions of laws, regulations and relevant systems, the related directors avoided voting. The convening, holding procedures and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective.
In conclusion, we unanimously agree on this related party transaction and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting.
Independent directors: Liu Shuzhe, Yang Yiqing, Yu qinyi April 23, 2002
