Baoxiniao Holding Co.Ltd(002154) : independent opinions of independent directors on matters related to the 18th meeting of the seventh board of directors

Baoxiniao Holding Co.Ltd(002154)

Independent opinions of independent directors on relevant matters

As an independent director of Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as the “company”), we are independent, objective and Based on the principle of impartiality, carefully reviewed the relevant documents considered by the board of directors of the company, and expressed independent opinions on the relevant matters considered at the 18th meeting of the seventh board of directors as follows:

1、 Independent opinions on the proposal on adjusting the actual amount of funds raised for investment projects funded by non-public offering of shares

After verification, we believe that: in view of the actual situation of the company’s non-public offering of shares, the company has decided to adjust the actual amount of funds raised for the investment project raised by the non-public offering of shares, and the adjustment has performed the necessary deliberation procedures, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management of funds raised by listed companies, There is no change in the investment direction of raised funds and damage to the interests of shareholders. Therefore, it is agreed that the company will adjust the actual amount of funds raised for the investment project raised by the non-public offering of shares.

2、 Independent opinions on using raised funds to replace early investment

This time, the company will replace the self raised funds invested in the raised investment projects in advance with the raised funds, which is conducive to improving the use efficiency of funds and in line with the interests of all shareholders. The relevant procedures comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the management system of raised funds of the company and other relevant provisions of the CSRC, do not conflict with the implementation plan of the company’s investment projects with raised funds, and do not affect the normal implementation of investment projects with raised funds, Nor does it change the purpose of the raised funds in a disguised form and damage the interests of shareholders. We agree that the company will use the raised funds of RMB 11.3757 million to replace the self raised funds invested in the raised projects in advance, and use the raised funds of RMB 2.464 million to replace the self raised funds paid in advance. 3、 Independent opinions on the company’s use of some idle raised funds for cash management

After verification, the company’s use of some idle raised funds for cash management does not involve the financial products of relevant venture capital varieties specified in the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, does not affect the effective implementation of raised investment projects, and is conducive to improving the use efficiency of funds and improving the operating efficiency of the company, There is no case of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The company has used some idle raised funds for cash management, fulfilled the necessary procedures, and complied with relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, management system of raised funds of the company, etc Relevant provisions of normative documents. We agree that the company will use some idle raised funds for cash management this time. independent director:

Li Haoran, Peng Tao, Xu Weidong

January 21, 2022

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