Runjian Co.Ltd(002929) independent director
Prior approval opinions on related party transactions
Runjian Co.Ltd(002929) (hereinafter referred to as "the company"), the proposal on related party transactions to be considered at the 23rd Meeting of the Fourth Board of directors, the proposal on capital increase and related party transactions to Guangzhou sailfish Software Technology Co., Ltd., has been submitted to us for review. Now we express our opinions as follows:
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, profound intellectual property accumulation and industry technical elite team of swordfish technology. 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.
This transaction constitutes a connected transaction, and the connected directors will avoid voting when the board of Directors considers this connected transaction, which is in line with the provisions of relevant laws and regulations and the articles of association. We acknowledge the capital increase and related party transactions of the company and agree to submit the proposal on capital increase and related party transactions to Guangzhou sailfish Software Technology Co., Ltd. to the board of directors for deliberation.
Independent directors: Li Shenglan, Ma Yinghua, Wan Haibin January 23, 2022
