Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director
Matters related to the purchase of assets and the raising of supporting funds by the company through the issuance of shares
Prior approval opinion
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) intends 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 Jinggangshan Lecheng equity investment partnership (limited partnership) (hereinafter referred to as “Jinggangshan Lecheng”) holds 97.6687% equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology” or “target company”) and raises supporting funds (hereinafter referred to as “this transaction”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the Administration of restructuring), and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as the stock listing rules) According to relevant laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies and the relevant provisions of the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association, the board of directors of the company provided the relevant materials of the board of directors to the independent directors before the fourth meeting of the third board of directors. As an independent director of the company, we carefully reviewed the meeting materials based on the principles of independence, objectivity and impartiality, and fully demonstrated the matters involved in these proposals. We hereby express the following prior approval opinions on this transaction: I. in this transaction, One of the counterparties, Paradise Silicon Valley Hangshi, holds 27.78% of the equity of Hangzhou Changchuan Intelligent Manufacturing Co., Ltd., a holding subsidiary of the company, which belongs to the situation of holding more than 10% of the shares of the holding subsidiary of the listed company. Based on the principle of prudence, Paradise silicon Valley Hangshi is recognized as a related party of the listed company, and this transaction constitutes a related party transaction. When considering the proposals involving related party transactions at this meeting of the board of directors, there are no directors who have a related relationship with the relevant proposals, and there is no need for directors to avoid.
2、 This transaction complies with the provisions of relevant laws, regulations and normative documents, is conducive to improving the company’s financial situation and enhancing the ability of sustainable operation, will not affect the company’s independence, and will not damage the interests of the company and minority shareholders.
3、 This transaction is not expected to constitute a major asset reorganization, and the transaction plan complies with the provisions of the company law, the securities law, the reorganization management measures and other relevant laws, regulations and other normative documents.
4、 The transaction scheme of this transaction and the transaction agreement with effective conditions to be signed by all parties to the transaction comply with the provisions of relevant laws, regulations and normative documents. The scheme is reasonable and feasible. The related party transactions involved are open, fair and reasonable, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders.
5、 The underlying assets involved in this transaction will be audited and evaluated by audit institutions and evaluation institutions that comply with the provisions of the securities law. The pricing of this transaction will be based on the evaluation value determined in the evaluation report issued by the above-mentioned evaluation institution, 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.
In conclusion, we agree to submit the relevant proposals of this transaction to the board of directors of the company for deliberation.
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(there is no text on this page, which is the signature page of Hangzhou Chang Chuan Technology Co.Ltd(300604) independent directors’ prior approval opinions on matters related to the purchase of assets and the raising of supporting funds by the company through this issuance of shares) signature of independent directors:
Yu Xiekang, Huang Ying, Li Qingfeng
Date of issuance of prior approval opinions of independent directors: mm / DD / yyyy
