Shenzhen Clou Electronics Co.Ltd(002121)
Independent directors’ comments on the 16th (Interim) meeting of the 8th board of directors of the company
Independent 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, Having reviewed the relevant documents of the 16th (Interim) meeting of the 8th board of directors of the company, based on independent judgment, the independent opinions are as follows:
1、 Independent opinions on the termination of the company’s non-public offering of A-Shares in 2021
The termination of the company’s non-public offering of A-Shares in 2021 is a prudent decision based on the changes of internal and external environment and other factors, combined with the company’s overall planning, communication with various parties, careful research and demonstration, in line with the provisions of relevant laws, regulations, rules and normative documents, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. When the board of directors deliberated on the termination, 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 terminate the non-public offering of A-Shares in 2021.
2、 Independent opinions on the signing of the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscriber
The signing of the termination agreement of conditional effective share subscription agreement between the company and specific objects is the work related to the termination of the company’s non-public offering of shares in 2021, which will not have an adverse impact on the company’s production, operation and business development, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The content of the relevant termination agreement complies with the relevant provisions of national laws, regulations and normative documents, the review procedure is legal and effective, and the related directors have avoided voting. Therefore, we agree to sign the above termination agreement.
3、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
In accordance with the provisions and requirements of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”), the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”) and other laws, regulations and normative documents, We have checked in accordance with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, and believe that the company meets the relevant provisions on non-public offering of shares and 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. 4、 Independent opinions on the company’s non-public offering of A-Shares in 2022
The company’s non-public offering of A-Shares in 2022 is formulated according to the actual situation of the company’s operation and development, which helps to optimize the company’s capital structure and promote the sustainable development of the company, conforms to the provisions and requirements of relevant laws, regulations and normative documents such as the company law, the securities law, the management measures and the implementation rules, and conforms to the long-term development of the company and the interests of all shareholders. Therefore, we agree to the non-public offering of A-Shares in 2022.
The non-public offering of shares in 2022 can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
5、 Independent opinions on the company’s plan for non-public offering of A-Shares in 2022
The plan for non-public development of A-Shares in Shenzhen Clou Electronics Co.Ltd(002121) 2022 prepared by the company complies with the provisions and requirements of the company law, securities law, administrative measures, implementation rules and other laws, regulations and normative documents, comprehensively considers the current situation and development trend of the industry and the actual situation of the company, is feasible, and is conducive to enhancing the company’s sustainable profitability and market competitiveness, 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 small and medium-sized shareholders. Therefore, we agree to the plan of non-public offering of A-Shares in 2022 and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the feasibility report on the use of funds raised by the company’s non-public offering of A-Shares in 2022
The Shenzhen Clou Electronics Co.Ltd(002121) 2022 annual feasibility report on the use of funds raised by non-public development banks for A-Shares fully demonstrates the necessity and feasibility of the funds raised by the company’s non-public offering, complies with the provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and complies with the provisions of the articles of association and other internal control systems. The purpose of the raised funds of the company complies with the provisions of relevant national policies, provides fund guarantee for the company, improves the company’s cash situation, optimizes the company’s asset liability structure, enhances the ability to resist financial risks, provides good guarantee for the company’s follow-up business development, conforms to the actual situation and long-term development objectives of the company, and conforms to the interests of all shareholders of the company. Therefore, we agree to submit the feasibility report on the use of funds raised by non-public offering of A-Shares in 2022 to the general meeting of shareholders for deliberation.
7、 Independent opinions on the special report on the use of the previously raised funds
The contents of the special report on the use of the previously raised funds prepared by the company truly, accurately and completely reflect the use of the previously raised funds of the company, and comply with the provisions of the management measures, the implementation rules, the provisions on the report on the use of the previously raised funds and other laws and normative documents. The use of the company’s previously raised funds complies with the provisions of 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 raised funds or arbitrary change in the purpose of raised funds. Therefore, we agree to the special report on the use of the previously raised funds and agree to submit it to the general meeting of shareholders for deliberation.
8、 Independent opinions on the company’s non-public offering of A-Shares in 2022, diluted immediate return, filling measures and commitments of relevant subjects
The analysis of the impact of the company’s non-public offering of shares on the dilution of immediate returns in 2022 and the measures for filling returns put forward by the company, as well as the commitments made by relevant subjects for the practical implementation of the measures for filling returns, are in line with 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) The relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC meet the requirements of the company’s actual operation and sustainable development, are reasonable and feasible, and are conducive to protecting the legitimate rights and interests of investors, There is no situation that damages the interests of the company or all shareholders.
Therefore, we agree with the company’s non-public offering of A-Shares in 2022, diluted immediate return, filling measures and commitments of relevant subjects, and agree to submit them to the general meeting of shareholders for deliberation.
9、 Independent opinions on the signing of conditional effective share subscription agreement and related party transactions between the company and the object of this non-public offering
The subscription agreement of non-public Development Bank shares with conditional effect signed by the company and Midea Group Co.Ltd(000333) complies with the provisions of national laws and regulations and other normative documents. The relevant provisions are set reasonably. No acts and circumstances damaging the rights and interests of shareholders, especially the rights and interests of minority shareholders, are found, which will not affect the independence of the company. This connected transaction complies with the principles of openness, fairness and impartiality, and the issuance price and pricing method comply with the provisions of relevant national laws, regulations and normative documents. Therefore, we agree that the company sign the above subscription agreement for non-public offering shares with conditional effect and related party transactions, and agree to submit them to the general meeting of shareholders for deliberation.
10、 Independent opinions on related party transactions involved in this non-public offering
The related party transactions involved in the company’s non-public offering in 2022 have followed the principles of fairness and reasonableness. The transaction price is reasonable and fair, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree that the non-public offering in 2022 involves related party transactions and agree to submit it to the general meeting of shareholders for deliberation.
11、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of a shares
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors and the persons authorized by the board of directors to handle the matters related to the non-public offering of shares of the company. The authorized matters involved comply with the provisions of relevant laws, regulations and the articles of association, which is conducive to the efficient and orderly implementation of the work related to the non-public offering of shares, 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 submit the above request to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of a shares, and agree to submit it to the general meeting of shareholders for deliberation.
Independent director: Zhang Wenqiu, Yunliang, Xie Huaqing
May 23, 2022
