Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director
Independent opinions on matters related to the seventh meeting of the third board of directors of the company
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) held the seventh meeting of the third board of directors on April 22, 2022. In accordance with the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the articles of Association, working rules for independent directors and other relevant provisions, Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) is an independent director of the company, We have carefully consulted the relevant meeting materials of the company and now express the following independent opinions on the relevant matters involved in the meeting: I. independent opinions on the self-evaluation report of the company’s internal control in 2021
According to the relevant provisions of the basic norms of enterprise internal control, we have carefully checked the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system. The company has established a relatively perfect internal control system and control system in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and in combination with its own actual situation, Be able to meet the requirements of the company’s management and the needs of the company’s development. During the reporting period, the company strictly implemented the internal control system, and there was no violation of the relevant provisions of Shenzhen Stock Exchange and the company’s internal control system. The management of raised funds and information disclosure of the company are strictly, fully and effectively controlled, which is in line with the actual situation of the company and effectively ensures the normal operation and management of the company.
The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the company’s internal control system construction, internal control implementation and supervision and management. We agree with the company’s self evaluation report on internal control in 2021.
2、 Proposal on the company’s profit distribution plan for 2021
We have carefully consulted the company’s relevant materials and believe that the company’s profit distribution plan for 2021 is in line with the company’s early commitments and the current actual situation, the long-term interests of all shareholders, especially small and medium-sized investors, the decision-making procedures are in line with relevant laws and regulations and the provisions of the articles of association, and the audit procedures are legal and compliant.
3、 Independent opinions on the proposal on the remuneration and allowance standards of the members of the third board of directors and board of supervisors in 2022
In accordance with the provisions of the company law, the working system of independent directors, the articles of association and other company systems, the remuneration and allowance standards and payment procedures of the members of the board of directors and the board of supervisors formulated by the company in combination with the actual situation are legal and compliant. We agree that the remuneration and allowance standards of the members of the third board of directors and the board of supervisors proposed by the board of directors shall be submitted to the general meeting of shareholders for deliberation after being submitted to the board of directors for deliberation.
4、 Independent opinions on changes in accounting policies
This change is a reasonable change made by the company in accordance with the accounting standards for business enterprises revised and issued by the Ministry of Finance and relevant notices. It complies with relevant regulations and will not have a significant impact on the company’s financial statements. The decision-making procedures of the board of directors on this matter comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation damaging the interests of the company and minority shareholders. Therefore, the board of directors agrees to the change of the company’s accounting policy.
5、 Proposal on the goodwill impairment test report of the company in 2021
According to the accounting standards for business enterprises and other relevant provisions, after the impairment test of goodwill assets within the scope of consolidated statements as of December 31, 2021, the company believes that there is no sign of goodwill impairment in 2021. The goodwill impairment test report has been audited and confirmed by Tianjian Certified Public Accountants (special general partnership). The accrual basis is sufficient, reflects the principle of accounting prudence, and conforms to the actual situation of the company. The financial statements after the provision for asset impairment can more fairly reflect the financial status, asset value and operating results of the company.
6、 Proposal on the company’s daily connected transactions in 2022
According to the needs of the company’s actual operation and development, it is expected to have daily related party transactions with fatidi precision technology (Suzhou) Co., Ltd. with a total amount of no more than RMB 70 million in 2022.
The daily related party transactions between the company and the above-mentioned related parties are mainly procurement activities required for daily business activities. The above-mentioned transaction parties follow the principles of fairness, openness, fairness and reasonableness, and determine the transaction price with the related parties with reference to the market price. There is no situation that has a significant adverse impact on the interests of the listed company and shareholders. The signing of the related party transaction agreement shall be signed by both parties within the expected amount according to the actual situation.
7、 Proposal on using temporarily idle self owned funds for cash management
Without affecting the normal operation of the company and ensuring the safety of funds, the company uses idle self owned funds of no more than 150 million yuan for cash management, which is conducive to increasing the company’s capital income and improving the efficiency of capital use. The contents and procedures comply with the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, the articles of association and other laws The provisions of laws and regulations and normative documents are in line with the interests of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed that the company will use its own temporarily idle funds for cash management.
In conclusion, we agree with the above proposal and agree to submit the part of the above proposal that needs to be considered by the general meeting of shareholders to the 2021 annual general meeting of shareholders of the company for consideration.
(there is no text below this page, followed by the signature page)
(there is no text on this page, which is the signature page of Hangzhou Chang Chuan Technology Co.Ltd(300604) independent directors’ independent opinions on matters related to the seventh meeting of the third board of directors) signatures of all independent directors:
Yu Xiekang
(there is no text on this page, which is the signature page of Hangzhou Chang Chuan Technology Co.Ltd(300604) independent directors’ independent opinions on matters related to the seventh meeting of the third board of directors) signatures of all independent directors:
Huang Ying
(there is no text on this page, which is the signature page of Hangzhou Chang Chuan Technology Co.Ltd(300604) independent directors’ independent opinions on matters related to the seventh meeting of the third board of directors) signatures of all independent directors:
Li Qingfeng
