Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) independent director
Matters related to the 22nd Meeting of the 5th board of directors
Prior approval of
In accordance with the guidance on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents of China Securities Regulatory Commission, as well as the requirements of the articles of Association and the working system of independent directors, As an independent director of the 5th board of directors of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as "the company"), we have carefully reviewed the relevant matters to be submitted to the 22nd Meeting of the 5th board of directors of the company in advance based on the principle of seriousness, responsibility and independent judgment, and issued the following prior approval opinions:
1、 Prior approval opinions on the company meeting the conditions for issuing shares to specific objects on the gem
In accordance with 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 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, regulations and normative documents, Combined with the actual situation of the company, we believe that the company meets the conditions for GEM listed companies to issue shares to specific objects stipulated in relevant Chinese laws, regulations and normative documents. Agree to submit relevant proposals to the board of directors for deliberation.
2、 Prior approval opinions on the company's plan to issue shares to specific objects
After reviewing the proposal on the company's stock issuance plan to specific objects and other relevant materials, we believe that the stock issuance plan to specific objects 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 registration. The types and par value of the issued shares, the issuance method and the issuance time in the plan, Issuing object and subscription method, pricing base date, issuing price and pricing method, issuing quantity, purpose of raised funds, sales restriction period, listing place of this issuance, accumulated profit arrangement before this issuance of shares to specific objects, validity period of this issuance of shares to specific objects, in line with the provisions of relevant laws and regulations, pricing principles, basis The methods and procedures are reasonable, the issuance scheme is practical and feasible, which is in line with the company's development strategy, which is conducive to further strengthening the company's competitiveness and ensuring the sustainable development of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Agree to submit the proposal to the board of directors for deliberation.
3、 Prior approval opinions on the company's stock issuance plan to specific objects
After reviewing the proposal on the company's stock issuance plan to specific objects and other relevant materials, we believe that the stock issuance plan to specific objects 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 registration, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Agree to submit the proposal to the board of directors for deliberation.
4、 Prior approval opinions on the demonstration and analysis report of the company's stock issuance scheme to specific objects
After reviewing the proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects and other relevant materials, 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 situation, 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. Agree to submit the proposal to the board of directors for deliberation.
5、 Prior approval opinions on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects
After reviewing the proposal on the feasibility analysis report on the use of the funds raised by the company's issuance of shares to specific objects and other relevant materials, we believe that the investment project of the raised funds conforms to the relevant national industrial policies and the overall development direction of the company in the future, conforms to the development trend of the company's industry, and has good market prospects and economic benefits, This issuance of shares to specific objects is conducive to enhancing the company's sustainable profitability and market competitiveness, which 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. Agree to submit the proposal to the board of directors for deliberation.
6、 Prior approval 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
After reviewing the proposal on the description of the company's punishment or regulatory measures taken by the securities regulatory authorities and exchanges in the past five years, we believe that the company has complied with the provisions of laws and regulations, departmental rules and normative documents, and the company has not been punished or taken regulatory measures by the securities regulatory authorities and exchanges in the past five years. Agree to submit the proposal to the board of directors for deliberation.
7、 Prior approval opinions on the special report on the use of the company's previously raised funds
After reviewing the proposal on the special report on the use of the company's previous raised funds, we believe that the company strictly abides by the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company on the storage and use of raised funds, the disclosed information on the use of raised funds is true, accurate and complete, and there is no violation of the storage and use of raised funds. Agree to submit the proposal to the board of directors for deliberation.
8、 Prior approval opinions on diluting immediate return by issuing shares to specific objects, taking filling measures and commitments of relevant subjects
After reviewing the proposal on diluting the immediate return of shares issued to specific objects and taking filling measures and commitments of relevant subjects, we believe that the impact of diluting the immediate return of shares issued to specific objects on the company's main financial indicators, the measures taken by the company and the commitments made by relevant subjects are in line with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange and the articles of association are in line with the interests of the company and all shareholders. Agree to submit the proposal to the board of directors for deliberation.
9、 Prior approval opinions on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects
After reviewing 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 authorization of the general meeting of shareholders to the board of directors to handle matters related to the issuance of shares to specific objects complies with the relevant provisions of relevant laws and regulations. Agree to submit the proposal to the board of directors 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' prior approval opinions on matters related to the 22nd Meeting of the Fifth Board of directors)
All independent directors:
Shen Tongxian, Gong juming
February 8, 2022
