Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Independent directors' opinions on the 22nd Meeting of the 5th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, normative documents and the working system of independent directors of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as the "company") issued by the CSRC, as independent directors of the company, we Based on the principle of responsible attitude and independent judgment, the company expressed the following independent opinions on the relevant proposals considered at the 22nd Meeting of the Fifth Board of directors:
1、 Independent opinions on the company meeting the conditions for issuing shares to specific objects on the gem
In view of the proposal on the company meeting the conditions for issuing shares to specific objects on the gem considered at this meeting, we believe that according to the company law of the people's Republic of China (hereinafter referred to as the "company law") and 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 and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") and other relevant laws and regulations, departmental rules and normative documents. The company complies with the provisions of current laws and regulations, departmental rules and normative documents on issuing shares to specific objects and meets the conditions for issuing shares to specific objects.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company's plan to issue shares to specific objects
In view of the proposal on the company's stock issuance plan to specific objects deliberated at this meeting, after examination, we believe that the stock issuance plan to specific objects complies with the provisions of the company law, the securities law, the measures for the administration of registration and other relevant laws, regulations and normative documents. The method of offering, the method of offering the shares, the method of offering the shares, the date of offering the shares, the date of offering the shares, the number of shares to be offered, the price of the shares to be offered, the date of offering the shares to be offered, the date of offering the shares to be offered, the price of the shares to be offered, the date of offering the shares to be offered, the date of offering the shares to be offered, the date of offering the shares to be offered, the date of offering the shares to be offered, the date of offering the shares to be offered, In line with the provisions of relevant laws and regulations, the pricing principle, basis, method and procedure are reasonable, the issuance scheme is practical and feasible, in line with the company's development strategy, which is conducive to further strengthening the company's competitiveness and ensuring the company's profitability
In view of the proposal on the company's stock issuance plan to specific objects deliberated at this meeting, we believe that the content of the plan is true, accurate and complete without false records, misleading statements or major omissions, which is in line with the actual situation and long-term development plan of the company, and is conducive to enhancing the company's sustainable profitability and market competitiveness, In line with the interests of the company and all shareholders.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the demonstration and analysis report of the company's stock issuance scheme to specific objects
In view of the proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects deliberated at this meeting, after examination, we believe that the demonstration and analysis report of the stock issuance scheme to specific objects takes into account the company's industry and development stage, financing planning, financial status, capital demand, etc, It has fully demonstrated the necessity and feasibility of issuing shares to specific objects, the selection scope, quantity and standard of issuing objects are appropriate, the pricing principle, basis, method and procedure are reasonable, the issuing method is feasible, the issuing scheme is fair and reasonable, and the specific measures of dilution and supplement of immediate return are feasible, The implementation of this issuance plan to specific objects will help to further improve the company's business performance, comply with the company's development strategy and the interests of the company and all shareholders.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects
In view of the proposal on the feasibility analysis report on the use of the funds raised by the company's issuance of shares to specific objects reviewed at this meeting, we believe that the report fully explains the use plan of the funds raised, the purpose and necessity of the funds raised The specific situation of the project invested by the raised funds and the impact of the issuance of shares to specific objects on the operation, management and financial status of the company.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the description of the company's punishment or regulatory measures taken by the securities regulatory authorities and the exchange in the last five years
In response to the proposal on the statement of the company's punishment or regulatory measures taken by the securities regulatory authorities and exchanges in the past five years considered at this meeting, we believe that the company complies with the provisions of laws and regulations, departmental rules and normative documents, and the company has not been punished by the securities regulatory authorities and exchanges in the past five years; The company has not been subject to regulatory measures taken by securities regulatory authorities and exchanges in the past five years.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the special report on the use of the company's previously raised funds
In view of the proposal on the special report on the use of the company's previously raised funds deliberated at this meeting, after examination, we believe that the content of the report is true, accurate and complete, there are no false records, misleading statements and major omissions, and the deposit and use of the company's previously raised funds comply with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies do not exist in the illegal use of raised funds.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on diluting immediate return by issuing shares to specific objects, taking filling measures and commitments of relevant subjects
In view of the proposal on diluting the immediate return of the company's issuance of shares to specific objects and taking filling measures and commitments of relevant subjects reviewed at this meeting, we believe that the impact of diluting the immediate return of shares to specific objects on the company's main financial indicators and the measures taken by the company are in line with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange and the articles of association, the directors, senior managers, controlling shareholders and actual controllers of the company can effectively fulfill the company's filling return measures and make relevant commitments, which is conducive to protecting the legitimate rights and interests of investors and does not damage the interests of the company or all shareholders.
Therefore, we unanimously agreed to the proposal and submitted it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects
In view of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects, we believe that the general meeting of shareholders authorizes the board of directors to handle matters related to the issuance of shares to specific objects, and the scope of authorization is legal and compliant, which is conducive to promoting the rapid promotion of relevant matters and in the interests of the company.
10、 Independent opinions on the acquisition of minority interests in holding subsidiaries, confirmation of relevant audit reports and asset evaluation reports, and the basis, fairness and rationality of transaction pricing
In view of the proposal on the acquisition of minority interests in holding subsidiaries, the proposal on the confirmation of audit reports and asset evaluation reports related to the acquisition of minority interests in holding subsidiaries and the proposal on the basis of pricing and fair and reasonable explanation for the acquisition of minority interests in holding subsidiaries considered at this meeting, we believe that, The company acquired 7% equity (hereinafter referred to as "target equity") jointly held by Ningbo Hanyi investment partnership (limited partnership) and Ningbo Meishan bonded port Chaoxing venture capital partnership (limited partnership), a minority shareholder of Yibin Tianyi lithium industry science and Innovation Co., Ltd. (hereinafter referred to as "target company"), a holding subsidiary. The above equity transfer is hereinafter referred to as "target equity" "This equity transfer") is conducive to further improve the decision-making efficiency and operation efficiency of the target company, facilitate the integration of resources, improve the profitability of the company, and comply with the overall long-term development strategic plan of the company; In order to determine the pricing of the underlying equity, the company has hired an intermediary institution with the qualification of Practicing Securities and futures to issue the audit report and asset evaluation report. The evaluation institution and the appraiser in charge have no interest relationship with the evaluation object, have no interest relationship with the relevant parties, have no bias against the relevant parties, and the evaluation institution has full independence, The premise of the appraisal assumptions is reasonable, the appraisal methods comply with relevant regulations and the actual situation of the appraisal object, and the asset appraisal results are reasonable; The final pricing of the underlying equity is based on the appraisal value determined in the above asset appraisal report, combined with the actual payment of the underlying equity, and determined by the parties to the transaction on the principle of equality and mutual benefit through friendly negotiation. The final transaction pricing of the underlying equity is fair and reasonable, The company's equity transfer and the equity transfer agreement to be signed with relevant parties do not harm the interests of the company and all shareholders, especially the interests of minority shareholders.
Therefore, we unanimously agree to the above motion.
11、 Independent opinions on the company's 2022 restricted stock incentive plan (Draft) and its abstract
In view of the 2022 restricted stock incentive plan (Draft) and its summary reviewed at this meeting, we believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as the "Listing Rules"), and the company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company's restricted stock incentive plan for 2022 (Draft) and its summary comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations, rules and normative documents.
3. The incentive objects determined in the incentive plan of the company meet the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents. The incentive objects determined in the incentive plan are middle-level managers and core technology (business) backbone, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children, and there are no following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The determined incentive objects meet the incentive object conditions specified in the administrative measures and listing rules, and the scope of incentive objects specified in the 2022 restricted stock incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company's 2022 restricted stock incentive plan is legal and effective.
4. The content of the 2022 restricted stock incentive plan (Draft) complies with the provisions of the administrative measures, listing rules and other relevant laws and regulations. The granting and attribution arrangements of restricted stock to each incentive object do not violate the provisions of relevant laws and regulations, and there is no damage to the interests of the company and all shareholders. 5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
7. When the board of directors votes on all relevant proposals of the incentive plan, the related directors have avoided voting.
Therefore, we unanimously agree to the company's restricted stock incentive plan for 2022 (Draft) and its summary, and submit it to the general meeting of shareholders for deliberation.
12、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan. In view of the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 and the assessment indicators set at this meeting, we believe that:
1. The establishment of the assessment indicators of the company's incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment indicators of the company's incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
2. The performance indicator at the company level is the operating income. The operating income indicator is an important symbol to measure the operating status and market share of the enterprise and predict the future business development trend of the enterprise. The assessment indicators set in the incentive plan are challenging, which is conducive to fully mobilize the work enthusiasm and enthusiasm of the incentive objects, improve the competitiveness of the company, promote the realization of the company's strategic objectives and bring more returns to shareholders.
3. In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for all incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the performance appraisal results of the incentive object in the previous year. To sum up, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
Therefore, we unanimously agree to the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 and submit it to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) independent directors' independent opinions on matters related to the 22nd Meeting of the Fifth Board of directors)
All independent directors:
Shen Tongxian, Gong juming
February 8, 2022
