Jiangsu Zitian Media Technology Co.Ltd(300280) : independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors of the company

Jiangsu Zitian Media Technology Co.Ltd(300280) independent directors

Independent opinions on matters related to the 18th meeting of the 4th board of directors

As an independent director of Jiangsu Zitian Media Technology Co.Ltd(300280) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the gem stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies and other relevant laws In accordance with the regulations, normative documents and the provisions of the Jiangsu Zitian Media Technology Co.Ltd(300280) articles of Association (hereinafter referred to as the “articles of association”), based on the position of independent judgment, the attitude of being responsible to the company, all shareholders and investors and the principle of seeking truth from facts, we have carefully reviewed the relevant matters considered at the 18th meeting of the Fourth Board of directors of the company, And expressed the following independent opinions:

1、 Matters relating to providing guarantee for subsidiary companies to apply for bank loans

After verification, the guarantee is conducive to the smooth business development of the subsidiary Guangzhou zitiantiao Technology Co., Ltd. (hereinafter referred to as “zitiantiao”). Zitiantiao is a 100% holding subsidiary of the company, the guarantee risk is controllable, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The voting procedure of this matter is in line with relevant laws and regulations Provisions of the articles of association, regulations and relevant documents of the company. We agree to the above guarantee.

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(there is no text on this page, which is the signature page of Jiangsu Zitian Media Technology Co.Ltd(300280) independent directors’ independent opinions on matters related to the 18th meeting of the 4th board of directors) signatures of all independent directors:

Xiong Gu, Wang Su, Zeng Liping

February 27, 2002

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