Tianjin Tianbao Infrastructure Co.Ltd(000965) : special opinions of independent directors on the actual situation of the company’s daily connected transactions in 2021 and the expected differences

Tianjin Tianbao Infrastructure Co.Ltd(000965) independent director

About the actual situation and forecast of the company’s daily connected transactions in 2021

Special opinions on matters with differences

In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of Tianjin Tianbao Infrastructure Co.Ltd(000965) the proposal on expected daily connected transactions in 2022 submitted to the 29th meeting of the eighth board of directors for deliberation, The reasons for the difference between the actual amount of daily related party transactions and the expected amount in 2021 are verified, and the special opinions are as follows:

The estimated total amount of daily related party transactions in 2021 approved by the ninth meeting of the eighth board of directors of the company is 7.5336 million yuan, and the actual total amount of daily related party transactions in 2021 is 5.3656 million yuan, which is quite different from the estimated amount. After communicating with the company’s management and consulting relevant materials, the main reason for the large difference is that the company expects that the expenses incurred by the heating service provided by Tianbao thermoelectric power in the project will be apportioned according to the proportion of the actual heating month in the whole heating season in 2021, resulting in a significant decrease in the actual amount compared with the expected amount.

We believe that the above differences are in line with the actual situation of the company, the reasons for the differences are in line with the needs of the company’s operation and development, and the transaction prices of related party transactions follow the principle of fair and reasonable pricing, without damaging the interests of the company and minority shareholders. The company shall maintain the principle of prudent prediction in the prediction of related party transactions in subsequent years and try to avoid large differences.

Independent director: Yan Jianwei

Yu Haisheng

Kun Zhang

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