Beijing Zznode Technologies Co.Ltd(003007) independent director
Independent opinions on matters related to the 21st Meeting of the 4th board of directors in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the articles of association, the working system of independent directors and other relevant provisions, we are the independent directors of Beijing Zznode Technologies Co.Ltd(003007) (hereinafter referred to as “the company”), After consulting the relevant materials provided by the company and understanding the relevant situation, based on the position of prudence, objectivity and independent judgment, the independent opinions on the relevant matters of the 21st Meeting of the Fourth Board of directors are as follows:
1、 Independent opinions on closing the projects invested by raising funds and permanently replenishing the working capital with the surplus raised funds. The investment projects invested by the company’s initial public offering of shares have been completed and reached the expected construction objectives. This time, the projects invested by raising funds will be closed and the surplus raised funds will be permanently replenished with the working capital, Comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s management system for raised funds, which is conducive to making full use of the raised funds, there is no illegal use of the raised funds, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, Relevant decision-making procedures are legal and compliant. Therefore, we agree that the company will close the investment projects with the raised funds, and permanently supplement the working capital with the surplus raised funds (including financial management and interest income) of 369169 million yuan as of March 4, 2022 (the specific amount shall be subject to the bank interest settlement balance on the day the funds are transferred out).
2、 Independent opinions on the estimated amount of daily connected transactions in 2022
After verification, the independent directors believe that there is a difference between the actual amount and the expected amount of daily related party transactions in 2021, which is mainly due to the fact that the estimated amount of daily related party transactions of the company is calculated based on the upper limit of possible transactions according to the business needs of itself and its subsidiaries, and the actual amount is determined according to the specific implementation progress of both parties, which is uncertain, The above differences belong to normal business behavior and are reasonable. The daily related party transactions of the company strictly follow the market transaction principle of “openness, fairness and impartiality”. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders, and will not have a significant impact on the company’s financial status and operating results. The company’s estimate of the amount of daily connected transactions in 2022 is necessary according to the actual operating conditions of the company, the transaction is appropriate and reasonable, and can comply with the provisions of relevant national laws, regulations and policies, and follows the principles of openness, fairness and impartiality. The pricing of connected transactions also refers to the market price, which is determined by both parties through negotiation. The transaction price is fair and reasonable, There is no impact on the independence of the company, and no behavior damaging the interests of the company and infringing the interests of minority shareholders is found. The decision-making procedure is legal and effective, and meets the requirements of the Listing Rules of Shenzhen Stock Exchange, the articles of association and other provisions. Therefore, we unanimously agree on the estimated amount of this daily connected transaction.
Independent directors: Tang Wenzhong, Li Xiaodong, Wang Jianxin March 15, 2022
