Hangzhou Century Co.Ltd(300078) independent director
Independent opinions on matters related to the 9th meeting of the 5th board of directors
Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”) held the 9th meeting of the 5th board of directors on April 27, 2022. As independent directors of the company, we carefully read the relevant meeting materials, and in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws Regulations, normative documents and relevant provisions of Hangzhou Century Co.Ltd(300078) articles of Association (hereinafter referred to as the “articles of association”), hereby express the following independent opinions on relevant matters of the company:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the provisions of relevant documents such as the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the requirements of the articles of association, the external guarantee management system and other system requirements, We have carefully checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and their related parties during the reporting period, and now issue the following special instructions and independent opinions:
1. The company has formulated the external guarantee management system, which was strictly implemented during the reporting period;
2. The company can strictly abide by the company law and other laws and regulations and the relevant provisions of the articles of association, strictly perform the review procedures of external guarantee, and strictly control the risk of external guarantee.
During the reporting period, except for providing guarantees for wholly-owned subsidiaries, the company did not provide guarantees for controlling shareholders, actual controllers and their affiliates, any unincorporated units or individuals.
3. Occupation of funds of related parties of the company
During the reporting period, the company sorted out the amount of funds occupied by major shareholders in detail and urged Hangzhou Hangzhou Century Co.Ltd(300078) group, the former largest shareholder of the company, to take effective measures to repay the loan. As of April 30, 2021, the company had recovered all occupied funds and interest.
2、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 complies with the company law, the articles of association and other relevant provisions, is consistent with the actual financial situation of the company, and there is no damage to the interests of the company’s shareholders, especially the minority shareholders. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinion on self evaluation report on internal control in 2021
After verification, the self-evaluation report on internal control of the company in 2021 can truly and objectively reflect the construction and operation of the company’s internal control system; In 2021, the problems found in the early stage were rectified, and the relevant internal control system of the company was revised and improved according to the current rules, combined with the actual operation and organizational structure. The company will continue to strictly comply with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other provisions, further strengthen the awareness of compliance, standardize the operation of the company, improve the internal control system, ensure that the company maintains effective internal control in all major aspects, and effectively safeguard the interests of the company and all shareholders.
4、 Independent opinions on the deposit and use of raised funds in 2021
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, we carefully reviewed the provisions of relevant laws and regulations, and after consulting the company’s management and relevant financial personnel, we carefully verified the deposit and use of the company’s raised funds in 2021, and expressed the following independent opinions:
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company’s measures for the administration of raised funds. There are no violations in the deposit and use of raised funds, and there are no changes or disguised changes in the investment direction of raised funds and damage to the interests of the company’s shareholders, especially small and medium-sized shareholders.
5、 Independent opinions on the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
According to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, after careful and responsible review of the company’s implementation of daily related party transactions in 2021 and the detailed information expected for daily related party transactions in 2022, combined with the verification of related parties of relevant transactions, we believe that:
1. The daily related party transactions of the company in 2021 are in line with the relevant daily related party transactions plan considered and approved by the 28th meeting of the Fourth Board of directors held on April 28, 2021 and the 6th meeting of the Fifth Board of directors held on December 28, 2021, and there are no related party transactions in violation of laws and regulations. The daily related party transactions of the company in 2021 followed the market principles of fairness, impartiality and openness, and the transaction pricing was in line with the market fairness. The review procedures were performed in accordance with the provisions of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
2. Yihui Technology Co., Ltd. timely and appropriately adjusted the related party transactions according to the actual needs, followed the principle of “fairness, impartiality and fairness”, the transaction matters comply with the market principles, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
3. The daily related party transactions that Yihui Technology Co., Ltd. plans to have with related legal persons in 2022 meet its actual production and operation conditions and future development needs, and do not have a significant impact on the company’s financial status and operating results. The price of related party transactions is determined according to the market price, giving full play to industrial coordination, and there is no situation that affects the independence of the company and damages the interests of shareholders of the company, especially small and medium-sized shareholders. The board of directors of the company obtained our prior approval before considering the proposal. The voting procedure shall comply with the provisions of relevant laws, regulations and the articles of association.
To sum up, we agree on the forecast of daily connected transactions in 2022.
6、 Independent opinion on the renewal of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022
After examination, Tianjian Certified Public Accountants (special general partnership) is qualified to engage in securities related business. In the process of practice, it adheres to the audit principle of independence, objectivity and impartiality. The audit report issued for the company objectively and fairly reflects the company’s financial status and operating results. We unanimously agree to continue to hire Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
9、 Independent opinions on adjusting the exercise price of the company’s stock options and restricted stock incentive plan in 2019
The company’s adjustment of the exercise price of stock options complies with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s 2019 stock options and restricted stock incentive plan (Draft). The content of this adjustment is within the scope of authorization of the board of directors of the company by the first extraordinary general meeting of shareholders in 2020. The decision-making procedure is legal and compliant, and there is no situation damaging the interests of the company and shareholders. Therefore, we unanimously agree that the company will adjust the exercise price of stock options and restricted stock incentive plan in 2019.
10、 Independent opinions on adjusting the restricted stock repurchase price of the company’s stock option and restricted stock incentive plan in 2019
The company’s adjustment to the repurchase price of restricted shares complies with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s 2019 stock option and restricted stock incentive plan (Draft). The content of this adjustment is within the scope of authorization of the board of directors of the company by the first extraordinary general meeting of shareholders in 2020. The decision-making procedure is legal and compliant, and there is no situation damaging the interests of the company and shareholders. Therefore, we unanimously agree that the company will adjust the restricted stock repurchase price of stock option and restricted stock incentive plan in 2019.
11、 Independent opinions on partial cancellation of stock options and partial cancellation of restricted stock repurchase in 2019 stock option and restricted stock incentive plan of the company
After verification, the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan comply with relevant laws and regulations, the incentive plan and other relevant provisions, the decision-making procedures are legal and compliant, and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree to the above matters and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on correction and retroactive adjustment of previous accounting errors
The correction and retroactive adjustment of accounting errors comply with the relevant provisions and requirements of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information, which helps to objectively and truly reflect the financial status and operating performance of the company in the relevant accounting period, and does not damage the company and all shareholders, Especially the interests of minority shareholders. Therefore, we agree to this correction.
13、 Independent opinion on the special notes of the board of directors on matters involved in the 2021 qualified opinion audit report of the company
We carefully checked the qualified opinion audit report issued by the accounting firm and the special instructions of the board of directors on matters involved in the qualified opinion audit report in 2021 issued by the board of directors, and agreed with the relevant instructions of the board of directors of the company on this matter. It is hoped that the board of directors and the management can continuously improve the level of corporate governance, improve the internal control system, standardize the implementation of the internal control system, strengthen the supervision and inspection of internal control, actively take effective measures, strive to reduce and eliminate the adverse impact of the matters involved on the company, strive to improve the business environment, reduce business risks and continuously improve the company’s sustainable operation ability, Earnestly safeguard the rights and interests of the company and all shareholders, especially the legitimate rights and interests of minority shareholders.
Independent director: Zeng Aimin, Chen Lei, Liang Li April 27, 2022
