Shenzhen Clou Electronics Co.Ltd(002121)
Independent directors’ comments on the 16th (Interim) meeting of the 8th board of directors of the company
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”), 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 of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, the articles of association and the independent director system of the company, and with a serious and responsible attitude, Based on the position of independent judgment, the company has reviewed the relevant documents to be considered at the 16th (Interim) meeting of the eighth board of directors in advance, and issued the following prior approval opinions:
1、 Prior approval opinions on the termination of the company’s non-public offering of A-Shares in 2021
The company’s decision to terminate the non-public offering of A-Shares in 2021 is a prudent decision made by comprehensively considering the actual situation of the company, changes in internal and external environment and other factors. It will not have a substantive impact on the company’s production and operation activities, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit the proposal on terminating the company’s non-public development of A-Shares in 2021 to the board of directors for deliberation.
2、 Prior approval opinions on the signing of the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscriber
In view of the company’s intention to terminate the non-public offering of A-Shares in 2021, the company will sign the termination agreement of conditional effective share subscription agreement with specific objects. The matters related to related party transactions involved in the signing of the termination agreement are the work related to the company’s termination of the non-public offering of shares in 2021, which will not have an adverse impact on the company’s production, operation and business development, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to submit this proposal to the board of directors of the company for deliberation.
3、 Prior approval opinions on matters related to the company’s non-public offering of shares in 2022
1. The company complies with various provisions on non-public offering of shares and meets the conditions for non-public offering of shares. The company’s plan and plan for non-public offering of shares in 2022 comply 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 offering of shares by listed companies and other relevant laws and regulations. The plan is reasonable and feasible, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
2. The object of the company’s non-public offering in 2022 is Midea Group Co.Ltd(000333) . According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Midea Group Co.Ltd(000333) subscribing for the company’s non-public offering in 2022 in cash constitutes a connected transaction. The related party transactions involved in the company’s non-public offering of shares in 2022 are fair, just and open, and the pricing principle of related party transactions is fair and reasonable. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, which is in line with the provisions of relevant national laws, regulations and normative documents.
Therefore, we agree to submit the proposals related to the company’s non-public offering of shares in 2022 to the board of directors for deliberation.
Independent director: Zhang Wenqiu, Yunliang, Xie Huaqing
May 23, 2022
