Taiji Computer Corporation Limited(002368) independent director
About the 43rd meeting of the 5th board of directors
Prior approval opinions and independent opinions on relevant matters
In accordance with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and the articles of association, as Taiji Computer Corporation Limited(002368) independent directors, after carefully reviewing the relevant materials of the 43rd meeting of the Fifth Board of directors, We hereby express our prior approval opinions and independent opinions on relevant matters of the board of directors as follows:
1、 Prior approval opinion
This related party transaction is a decision made by the company in consideration of its own development status and future development plan, which is conducive to improving the use efficiency of raised funds. The necessity of the transaction and the fairness of pricing meet the relevant requirements, will not damage the interests of the company and minority shareholders, and will not affect the independence of the company. We agree to submit the above proposal to the board of directors for deliberation.
2、 Independent opinion
The change of the purpose of some raised funds and the adjustment of the implementation progress of some raised funds investment projects are prudent decisions made by the company according to the overall development strategy and comprehensively considering the actual situation of the company, which is conducive to maximizing the use efficiency of raised funds and in line with the development strategy of the company and the interests of all shareholders, Comply with the requirements of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the provisions of the company’s system for the management and use of raised funds, There is no situation that damages the interests of the listed company and all shareholders, especially the minority shareholders. The voting procedures of this connected transaction are legal and standardized, and comply with the company law, securities law and other laws and regulations and the relevant provisions of the articles of association. The pricing principle of related party transactions follows the principles of fairness, impartiality and fairness. There is no behavior that damages the interests of the company and shareholders and will not affect the sustainable operation and development of the company. We agree to the proposal and agree to submit it to the general meeting of shareholders and the meeting of bondholders of convertible companies for deliberation.
Independent director: Zhao Heyu, Wang Pu, Wang Jun December 14, 2021
