Shenzhen Clou Electronics Co.Ltd(002121) independent director
Independent opinions on matters related to the ninth (Interim) meeting of the eighth board of directors in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, we, as Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as the "company") ）In a serious and responsible manner, the independent directors of reviewed the relevant documents of the ninth (Interim) meeting of the eighth board of directors and, based on their independent judgment, expressed the following independent opinions:
1、 Independent opinions on the company's compliance with the conditions for non-public offering of shares
In accordance 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, and in comparison with the qualifications and relevant conditions of non-public offering of shares by listed companies, We believe that the company meets the conditions for non-public offering of shares. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation. 2、 Independent opinions on the company's non-public offering plan
The non-public offering plan complies 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, and is in line with the company's development status, capital demand and other actual conditions. The content is practical and feasible, It helps to optimize the company's capital structure and promote the sustainable development of the company, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company's non-public offering plan and agree to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company's plan for non-public offering of A-Shares in 2021
The Shenzhen Clou Electronics Co.Ltd(002121) 2021 plan for non-public development of A-Shares complies with the provisions of 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 development of shares of listed companies and other laws, regulations and normative documents, and comprehensively considers the current situation and development trend of the industry The actual situation of the company is feasible, which is conducive to enhancing the company's sustainable profitability and market competitiveness, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company's plan for this non-public offering of shares and agree to submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by non-public offering of shares in 2021
The feasibility analysis report on the use of funds raised by non-public development banks in Shenzhen Clou Electronics Co.Ltd(002121) 2021 fully demonstrates the necessity and feasibility of the company's non-public offering of shares. The use of the raised funds conforms to relevant national industrial policies and the overall development direction of the company in the future, which is conducive to enhancing the company's sustainable operation ability and the long-term development of the company, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the special report on the use of the company's previously raised funds
The special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds meets the requirements of laws and regulations such as the provisions on the report on the use of previously raised funds, and truthfully reflects the actual use of the company's previously raised funds, The use of the previously raised funds complies with the provisions 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, and there is no misappropriation of the raised funds or arbitrary change in the purpose of the raised funds. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company's non-public offering of shares, diluted immediate return, filling measures and commitments of relevant subjects
The company's analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return, as well as the commitments made by the company's controlling shareholders, actual controllers, all directors and senior managers that the measures to fill the return can be effectively fulfilled, It complies with several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) is conducive to protecting the legitimate rights and interests of investors, and there is no harm to the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
7、 Independent opinions on signing a conditional share subscription agreement with specific objects
According to the non-public offering plan, the objects of this offering include Shenzhen capital operation group Co., Ltd. the conditional effective share subscription agreement signed between the company and Shenzhen capital operation group Co., Ltd. complies with the provisions of relevant laws and regulations, and the terms of the contract are fair and reasonable, which is conducive to ensuring the smooth implementation of this non-public offering, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
8、 Independent opinions on the company's non-public offering of shares involving related party transactions
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 the non-public offering of shares are fair, just and open, and the pricing principle of related party transactions is fair and reasonable. There is no situation that damages the interests of the company and shareholders, especially minority shareholders, and will not affect the independence of the company. When the board of directors considered the related party transactions involved in the non-public offering of shares, the related directors have avoided voting, the voting procedures comply with the relevant provisions and requirements of relevant laws, regulations and the articles of association, and the voting results are legal and effective. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors or persons authorized by the board of directors to handle matters related to the non-public offering of shares
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors or persons authorized by the board of directors to handle matters related to the non-public offering of shares, which complies with the provisions of relevant laws, regulations and the articles of association, is conducive to the efficient and orderly implementation of the work related to the non-public offering of shares, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
Independent director: Zhang Wenqiu, Yunliang, Xie Huaqing
December 28, 2021
