On matters related to the fourth meeting of the third board of directors of the company
separate opinion
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) held the fourth meeting of the third board of directors on January 21, 2022. In accordance with the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the stock listing rules), the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other relevant laws, regulations and normative documents, as well as the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of Association (hereinafter referred to as the articles of association) In accordance with the relevant provisions of the rules of procedure of the Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors (hereinafter referred to as the rules of procedure of the board of directors) and the working system of Hangzhou Chang Chuan Technology Co.Ltd(300604) independent directors (hereinafter referred to as the working system of independent directors), as independent directors of the company, we have carefully reviewed the relevant matters considered at the fourth meeting of the third board of directors based on the principles of independence, objectivity and impartiality, And expressed the following independent opinions:
1、 Matters related to reorganization
In view of the company’s intention to purchase the counterparty Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership) (hereinafter referred to as “Paradise Silicon Valley Hangshi”), Lee Heng Lee Matters related to the 97.6687% equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology” or “target company”) held by Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as “Jinggangshan Lecheng”) and the raising of supporting funds (hereinafter referred to as “this transaction”), We express the following independent opinions: (I) decision making procedures for this transaction
The proposals submitted to the fourth meeting of the third board of directors of the company for deliberation have been carefully reviewed by us before the meeting, the relevant proposals have been approved by us in advance before being submitted to the board of directors for deliberation, and the proposals submitted to the board of directors for deliberation have been deliberated and adopted.
This transaction constitutes a connected transaction and does not involve the avoidance of voting by connected directors. One person, one vote is implemented at the meeting, and all directors exercise their voting rights in the form of written registration. The proposal on matters related to the reorganization of the company was deliberated and adopted at the fourth meeting of the third board of directors of the company.
The convening procedures and voting procedures and methods of the board of directors comply with relevant laws and regulations, normative legal documents, the articles of association and the rules of procedure of the board of directors.
(II) transaction scheme for this transaction
1. The transaction plan of this transaction complies with the provisions of relevant laws, regulations and normative documents such as 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 (hereinafter referred to as the reorganization management measures), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the plan is reasonable, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders.
2. The transaction plan of this transaction is operable and can be implemented after obtaining the necessary approval and authorization. We agree with the transaction plan formulated by the board of directors.
3. This transaction will not lead to the change of the company’s control, and the company’s control has not changed since the company was listed, which does not constitute the situation of reorganization and listing specified in Article 13 of the reorganization management measures.
4. The company meets all the conditions for implementing the issuance of shares to purchase assets and raise supporting funds, and the transaction complies with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and the provisions of relevant laws and regulations.
(III) Pricing of this transaction
The pricing of the underlying assets involved in this transaction will be based on the evaluation value determined in the evaluation report issued by the evaluation institution in accordance with the provisions of the securities law, determined by both parties through negotiation, and will be reviewed and approved by the general meeting of shareholders of the company. The pricing is fair and does not harm the interests of the company and minority shareholders.
(IV) relevant documents on this transaction
1. The contents of the plan for Hangzhou Chang Chuan Technology Co.Ltd(300604) issuing shares to purchase assets and supporting raised funds and related party transactions and its abstract are true, accurate and complete. The transaction plan has disclosed in detail the legal procedures to be performed in this transaction and fully disclosed the relevant risks.
2. The relevant agreements signed by both parties to this transaction comply with the provisions of the reorganization management measures and other laws and regulations, are legal and effective, agree that the company and the counterparty sign the transaction agreement with effective conditions, and agree on the scheme and arrangement of this transaction. Since the audit and evaluation of the underlying assets involved in the company’s exchange have not been completed, it is agreed that the general meeting of shareholders will not be held after the deliberation and approval of the board of directors. After the audit and evaluation of the underlying assets involved in this transaction are completed, when the company reconvenes the board meeting for deliberation on the relevant contents of this transaction, we will express our opinions on the relevant matters again.
In conclusion, we believe that this transaction is conducive to improving the company’s financial situation, enhancing the ability of sustainable operation, enhancing the company’s ability to resist risks, and will not affect the company’s independence or add substantive horizontal competition, which is in line with the interests of the company and all shareholders; Up to now, all procedures performed by the company comply with the provisions of laws and regulations. We agree that the company’s plan, arrangement and proposal on this transaction involve relevant matters. 2、 Matters related to the restricted stock incentive plan in 2022
We express the following independent opinions on the 2022 restricted stock incentive plan (Draft) and other matters considered at the fourth meeting of Hangzhou Chang Chuan Technology Co.Ltd(300604) the third board of directors:
(I) independent opinions on the company’s restricted stock incentive plan for 2022 (Draft) and its abstract
The company plans to implement the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the restricted stock incentive plan). We believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and the stock listing rules, and the company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company’s restricted stock incentive plan for 2022 (Draft) and its summary comply with the provisions of the administrative measures, stock listing rules and other relevant laws, regulations, rules and normative documents.
3. The incentive objects determined by the company’s restricted stock incentive plan for the first time meet the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association. The incentive objects determined in the incentive plan for the first time are the middle-level cadres and core personnel of the company (including holding subsidiaries and branches, the same below), excluding independent directors, supervisors, foreigners, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children, and there are no following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The determined incentive objects meet the incentive object conditions specified in the administrative measures, stock listing rules and other regulations, meet the incentive object scope specified in the restricted stock incentive plan (Draft) 2022 and its abstract, and their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
4. The content of the restricted stock incentive plan for 2022 (Draft) complies with the provisions of the administrative measures, the stock listing rules and other relevant laws and regulations. The granting and attribution arrangements of restricted shares to each incentive object do not violate the provisions of relevant laws and regulations, and there is no damage to the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of the restricted stock incentive plan in 2022 is conducive to further improving the company’s governance structure, improving the company’s incentive mechanism, enhancing the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. In conclusion, we believe that the company has formulated this restricted stock incentive plan in accordance with the provisions of relevant laws and regulations and the principle of “openness, fairness and justice”. The plan can improve the company’s long-term incentive mechanism, promote the convergence of the interests of the company’s employees and the company’s long-term interests, and establish and improve the interest sharing and restraint mechanism among the company, shareholders and business backbone employees, Further improve the corporate governance structure and enhance shareholders’ confidence in the company.
This restricted stock incentive plan is conducive to the sustainable and healthy development of the company and does not harm the interests of the company and all shareholders. We agree that the company implement this restricted stock incentive plan and submit it to the general meeting of shareholders for deliberation.
(II) independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan
The appraisal indicators of this restricted stock incentive plan are divided into two levels, namely, company level performance appraisal and individual level performance appraisal.
The performance index system at the company level is the growth rate of operating revenue, which is an important symbol to measure the operation status and market share of the enterprise and predict the future business development trend of the enterprise. After reasonable prediction and taking into account the incentive effect of the incentive plan, the company has set performance assessment targets for the incentive plan, taking the operating revenue in 2021 as the base and the growth rate of operating revenue from 2022 to 2024 not less than 25%, 56% and 95% respectively. The performance indicators are set based on the company’s historical performance, industry development, market competition and the company’s future development plan. The assessment indicators set in this incentive plan are challenging, help to improve the company’s competitiveness and mobilize the enthusiasm of employees, and ensure the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for all incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the performance appraisal results of the incentive object in the previous year.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
3、 Independent opinions on the change of financial controller
This appointment procedure complies with the provisions of relevant laws and regulations. After reviewing Ms. Tang yongjuan’s personal resume, there is no situation that she is not suitable to serve as a senior manager of a listed company as stipulated in the company law, nor is she determined as a prohibited person by the CSRC. Her employment conditions comply with the company law The articles of association and other relevant laws and regulations.
According to the personal data of Ms. Tang yongjuan, we believe that Ms. Tang yongjuan has the professional knowledge, work experience and relevant decision-making, supervision and coordination ability corresponding to the exercise of her functions and powers, meets the requirements of performing relevant duties and is competent for relevant work. We unanimously agree to appoint Ms. Tang yongjuan as the chief financial officer of the company.
(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 fourth meeting of the third board of directors of the company) signature of independent directors:
Yu Xiekang, Huang Ying, Li Qingfeng
Date of issuance of independent opinions of independent directors: mm / DD / yyyy
