Shenzhen Clou Electronics Co.Ltd(002121)
Independent directors’ comments on the 9th (Interim) meeting of the 8th board of directors
Prior approval 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”), we are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen stock exchange, the articles of association and the independent director system of the company And other relevant regulations, after carefully reviewing and verifying the company’s non-public offering plan, plan and relevant documents and materials related to related party transactions, and based on personal objective and independent judgment, we hereby express the following prior approval opinions on the matters related to non-public offering considered at the ninth (Interim) meeting of the eighth board of directors of the company:
1. The plan and plan for this non-public offering of shares comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations. The plan is reasonable and feasible, There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
2. The non-public offering of shares is in line with the company’s strategy. The implementation of the investment project with raised funds is conducive to enhancing the company’s sustainable development ability and in line with the interests of the company and all shareholders.
3. Among the objects of this non-public offering, Shenzhen capital operation group Co., Ltd. is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Shenzhen capital operation group Co., Ltd. subscribes the non-public offering shares in cash to form an associated transaction. The related party transactions involved in this non-public offering of shares are fair, just and open, and the pricing principle of related party transactions is fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we agree to submit the company’s non-public offering of shares and related party transactions to the ninth (Interim) meeting of the eighth board of directors for deliberation.
Independent director: Zhang Wenqiu, Yunliang, Xie Huaqing December 28, 2021
