688133: Shanghai Titan Scientific Co.Ltd(688133) independent directors' independent opinions on matters related to the 20th meeting of the third board of directors

Shanghai Titan Scientific Co.Ltd(688133) independent director

About the 20th meeting of the third board of directors

Independent opinions on relevant matters

Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as "the company") held the 20th meeting of the third board of directors on January 20, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other documents and the articles of association, we are independent directors of the company, After carefully reviewing the relevant documents of the 20th meeting of the third board of directors, after careful analysis, we believe that:

1、 The proposal on adjusting the company's plan for issuing A-Shares to specific objects in 2021 the company's adjusted plan for issuing shares to specific objects is reasonable and feasible, and complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), It is in line with the long-term development of the company and the interests of the company and all shareholders, and there is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.

We agree with the contents of the motion.

2、 Proposal on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Draft) the company's adjusted plan for issuing shares to specific objects conforms to the actual situation of the company, the content is true, accurate and complete, the preparation is reasonable and feasible, Comply with the requirements of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and there is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.

We agree with the contents of the motion.

3、 Proposal on the demonstration and analysis report (Revised Draft) of the company's A-share issuance scheme to specific objects in 2021

The adjusted demonstration and analysis report on the issuance scheme of A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 fully demonstrates and analyzes the necessity of the selection of securities and their varieties, and the appropriateness of the selection scope, quantity and standard of the objects of this issuance, taking into account the company's industry and development stage, financing planning, financial situation, capital demand, etc, The rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, the impact of this issuance on the dilution of original shareholders' equity or immediate return, and the specific measures to fill in. This issuance meets the actual needs of the company and the provisions and requirements of relevant laws and regulations, There is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.

We agree with the contents of the motion.

4、 Proposal on diluted immediate return and filling measures and commitments of relevant subjects (Revised Draft) for the company's issuance of A-Shares to specific objects in 2021

The adjusted diluted immediate return of issuing A-Shares to specific objects and the filling measures taken by the company and the commitments of relevant subjects are reasonable and feasible, which is conducive to protecting the legitimate rights and interests of investors and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders.

We agree with the content of the motion.

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