Shenzhen Clou Electronics Co.Ltd(002121)
Independent directors' comments on the 13th (Interim) meeting of the 8th board of directors of the company
Independent opinions on relevant matters
As an independent director of the 8th board of directors of Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company"), in accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, the articles of association and the independent director system of the company, Based on independent judgment, we hereby express independent opinions on relevant matters considered at the 13th (Interim) meeting of the eighth board of directors of the company as follows:
1、 Independent opinion on the listing and transfer of 27% equity of the holding subsidiary Shenzhen Automotive Power Network Co., Ltd. the company's listing and transfer of 27% equity of the holding subsidiary Shenzhen Automotive Power Network Co., Ltd. (hereinafter referred to as "Automotive Power Grid") will further attract strategic investors to the automotive power grid through equity transfer, which will promote the direct connection between automotive power grid and industrial and social capital, Gather more resources and open up more space for the development of charging business, and also contribute to the coordinated development of charging business with other core businesses in the company's new energy service field. At the same time, through this equity transfer, the company will withdraw some funds, supplement liquidity, further expand industrial cooperation channels, promote the promotion of platform value, and then maximize the overall interests of the company. The review and decision-making procedures related to this listing and transfer are legal and effective, and there is no situation that damages the interests of the company and all shareholders. Therefore, we agree to transfer the 27% equity of Shenzhen Automotive Power Network Co., Ltd., a holding subsidiary, and agree to submit it to the general meeting of shareholders for deliberation. 2、 Independent opinions on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
The company intends to transfer the 27% equity of its holding subsidiary vehicle power grid by listing, and entrust Shenzhen Guofang land real estate assets appraisal and Consulting Co., Ltd. (hereinafter referred to as "Shenzhen Guofang appraisal") to evaluate the value of all equity of shareholders of vehicle power grid and issue an asset appraisal report. After reviewing the evaluation and other relevant materials, we express our independent opinions on the independence of the evaluation institution hired by the company for this transaction, the rationality of the evaluation assumptions, the relevance between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing as follows:
1. Independence of evaluation organization
The Shenzhen Guofang appraisal hired by the company meets the qualification requirements of relevant professional appraisal, the appointed handling appraiser is qualified, and the Shenzhen Guofang appraisal has the professional ability of asset appraisal.
The selection and employment procedures of the appraisal institution are legal and compliant. In addition to the business relationship, there is no relationship between Shenzhen Guofang appraisal and its handling appraisers and the company and vehicle power grid, and there is no realistic and expected interest relationship or conflict affecting its provision of services. The appraisal institution is independent.
2. Evaluate the rationality of assumptions
The assumptions and restrictions set in the asset appraisal report issued by Shenzhen Guofang Real Estate Appraisal Co., Ltd. are implemented in accordance with the relevant national laws and regulations, follow the common practices or standards in the market, comply with the actual situation of the appraisal object, and the assumptions are reasonable.
3. Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date of appraisal and provide value reference basis for this transaction. The actual scope of assets appraised by Shenzhen Guofang Real Estate Co., Ltd. is consistent with the scope of assets entrusted for appraisal. Two appraisal methods of income method and asset-based method are adopted to evaluate the subject assets. Finally, the appraisal value of income method is selected as the appraisal result. The appraisal method used in this appraisal is reasonable and appropriate. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal method is relevant to the appraisal purpose.
4. Evaluate the fairness of pricing
This appraisal has implemented necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal methods of various assets are appropriate, and the appraisal results are fair. The base price of this equity transfer listing refers to the evaluation value of vehicle power grid, which will not damage the interests of the company and the majority of minority shareholders.
To sum up, we believe that the appraisal institution selected by the company for this exchange is independent, the premise of appraisal assumptions is reasonable, the appraisal method is properly selected, the appraisal method is relevant to the appraisal purpose, and the appraisal price is fair.
3、 Independent opinions on accepting guarantees from related parties and providing counter guarantees and related party transactions
The company's acceptance of the guarantee from the related party Shenzhen hi tech investment and Financing Guarantee Co., Ltd. and the provision of counter guarantee to it are based on the company's financing needs, which is conducive to the company to broaden financing channels and meet the daily operation capital needs, has a positive impact on the company's financial status and production and operation, does not affect the independence of the company, and is in line with the interests of the company and all shareholders. The price of this related party transaction is determined by both parties through friendly negotiation. The price is reasonable and in line with market rules. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction does not involve affiliated directors, there is no avoidance of voting by directors, the relevant deliberation and decision-making procedures are legal and effective, and there is no damage to the interests of the company, all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on accepting guarantees from related parties and providing counter guarantees and related party transactions to them, and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent director: Qiu Yunliang, Zhang Wen, Xie Huaqing March 6, 2022
