Opinions of independent directors on matters related to the 23rd Meeting of the Fourth Board of directors
separate opinion
As an independent director of Runjian Co.Ltd(002929) (hereinafter referred to as the "company"), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association of Runjian Co.Ltd(002929) (hereinafter referred to as the "articles of association"), the working system of Runjian Co.Ltd(002929) independent directors and other relevant laws In accordance with the provisions of laws, regulations and normative documents, in the attitude of being serious, responsible, prudent and responsible to all shareholders, through reviewing relevant materials, understanding relevant conditions and based on independent judgment, the company seriously reviewed the relevant proposals of the 23rd Meeting of the Fourth Board of directors, and expressed independent opinions as follows:
Independent opinions on capital increase and related party transactions to Guangzhou sailfish Software Technology Co., Ltd
1. The company acquired 17% equity of Guangzhou swordfish Software Technology Co., Ltd. (hereinafter referred to as "swordfish technology") through capital increase. Swordfish technology has become a holding subsidiary of the company and included in the scope of the company's consolidated statements. On the one hand, swordfish technology will bring good technology and product supplement to the company; On the other hand, the company will use its strong market and delivery capacity to drive swordfish technology into a rapid development channel; At the same time, the company can also share the achievements of high-quality enterprises through industrial incubation and equity investment, enhance the profitability of the company and maximize the interests of shareholders. 2. The price of the company's capital increase to obtain 17% equity of swordfish technology is based on the strong technical strength of swordfish technology, profound accumulation of intellectual property rights and industry technical elite team. After negotiation, swordfish technology was originally a joint-stock company of the company. This transaction will be based on the audited financial data and evaluation results of swordfish technology in 2021, The final consideration does not exceed 20.4 million yuan, the transaction price is fair, there is no damage to Runjian Co.Ltd(002929) and the interests of minority shareholders, and does not affect the independence of the listed company.
3. During the deliberation of the proposal by the board of directors, Ms. Liang Ji, a related director, avoided voting, and the decision-making process of related party transactions was legal and in line with the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
In conclusion, we agree to the matters related to the company's capital increase to obtain 17% equity of sailfish technology.
Independent directors: Li Shenglan, Ma Yinghua, Wan Haibin January 23, 2022
