Special opinions of independent directors on related party transactions
In accordance with the relevant provisions of the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and the company’s decision-making system for connected transactions, we, as independent directors of the company, We have obtained and reviewed the relevant materials of the proposal on adjusting Shenzhen Airport Co.Ltd(000089) logistics service agreement and related party transactions and the proposal on ratification of excess related party transactions in 2021 provided by the board of directors of the company in advance. After fully understanding the above matters, we express the following independent opinions in an objective, fair and realistic manner:
1、 Opinions on adjusting Shenzhen Airport Co.Ltd(000089) logistics service agreement and related party transactions
(I) the deliberation procedures, the convening procedures of the board of directors and the voting procedures of this connected transaction comply with the legal procedures of relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the connected directors avoided voting on this connected transaction. (II) the company has fully demonstrated the related party transactions and provided reliable and sufficient decision-making basis for the board of directors.
(III) we have made a comprehensive and objective understanding of the related party transactions in advance. We believe that:
In the early stage, the company hired Shenzhen Airport (Group) Co., Ltd. (hereinafter referred to as “airport group”) to provide logistics planning, development strategy and other consulting services. The company’s logistics business continues to be rich and its business scale continues to grow. Now Shenzhen Airport Co.Ltd(000089) Logistics Development Co., Ltd. (hereinafter referred to as “logistics development company”) has been established due to the internal business adjustment of the airport group, and the main body providing logistics services will be changed to logistics development company. After the adjustment, the service content is basically consistent with the original logistics service agreement, and the value creation oriented market-oriented operation incentive mechanism and risk sharing mechanism are introduced to adjust the original incentive for business volume to the incentive for profit indicators, which is more conducive to maximizing the value of logistics resources.
The service fees paid by the company to the logistics development company are priced according to the cost recovery principle, comprehensively considering the labor costs, management costs, office space costs, business development costs and relevant taxes and fees incurred by the logistics development company for the project, and setting an incentive mechanism. The pricing policy is in line with the principle of fairness.
(IV) this connected transaction does not harm the interests of the company, shareholders, especially minority shareholders, and is in line with the overall interests of the company.
(V) the above related party transactions and the logistics development company are interdependent to some extent, but they do not form a state controlled by them, and there is no horizontal competition.
(VI) we agree that this related party transaction does not need to be submitted to the general meeting of shareholders for deliberation in accordance with the articles of association and the related party transaction decision-making system.
2、 Opinions on ratification of excess related party transactions in 2021
(I) the deliberation procedures, the convening procedures of the board of directors and the voting procedures of this connected transaction comply with the legal procedures of relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the connected directors avoided voting on this connected transaction. (II) we have made a comprehensive and objective understanding of the related party transactions in advance. We believe that:
The company informed us in advance of the excess related party transactions in 2021, provided relevant materials and fully communicated with us, obtained our approval, and agreed to submit the above proposal to the board of directors for deliberation.
During the actual operation of the company, due to the increase of business of Shenzhen Airport Co.Ltd(000089) yasevi Media Co., Ltd., the advertising operation fee charged by the company increased, resulting in the actual transaction amount exceeding the expected amount; Due to the increase in the cargo volume of epidemic materials transported by air by Shenzhen Airport International Express customs supervision center Co., Ltd., the resource use fee charged by the company according to the proportion of cargo volume increases accordingly, resulting in the actual transaction amount exceeding the expected amount; Due to the increase of digital and other information maintenance entrusted projects related to the epidemic situation of the company, the entrusted operation and management fee of information resources paid by the company to the airport group increased, resulting in the actual transaction amount exceeding the expected amount.
(III) the pricing of daily related party transactions in this year is reasonable, reflects the principles of fairness, impartiality and openness, meets the needs of the company’s development planning and operation management, is conducive to the stable development of the company, does not damage the interests of other shareholders of the company, and is in the interests of all shareholders.
(IV) we agree that this related party transaction does not need to be submitted to the general meeting of shareholders for deliberation in accordance with the articles of association and the related party transaction decision-making system.
Independent directors: He Yun, Shen Weitao, Zhao Bo
January 19, 2022
