Beijing Tianyishangjia New Material Corp.Ltd(688033)
Independent opinions of independent directors on matters related to the 39th meeting of the second board of directors
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 Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the rules for independent directors of listed companies and other laws and regulations, as well as the Beijing Tianyishangjia New Material Corp.Ltd(688033) articles of Association (hereinafter referred to as the “articles of association”) As an independent director of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as “the company”), we attended the 39th meeting of the second board of directors of the company in accordance with the relevant provisions of the working system of Beijing Tianyishangjia New Material Corp.Ltd(688033) independent directors. After reviewing the relevant materials and matters of the meeting, based on an independent and objective position and in a prudent and responsible attitude, we expressed the following independent opinions on the relevant matters of the meeting:
1、 Proposal on the implementation subject of new raised investment projects
After verification, we believe that the company only adds the implementation subject of the raised investment project this time, does not change the investment direction of the raised funds, does not change or change the purpose of the raised funds in a disguised form, does not damage the interests of the company and shareholders, will not have an adverse impact on the implementation of the raised investment project, and is in line with the actual situation and future development strategy of the company, It complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 – standardized operation, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on the implementation subject of the company’s new raised investment project.
2、 Proposal on acquisition of minority equity of Tianli Xintao and related party transactions
After verification, we believe that the voting procedure for the related party transaction of the company’s acquisition of minority shareholders’ equity of the subsidiary Jiangyou Tianli Xintao carbon material technology Co., Ltd. (hereinafter referred to as “Tianli Xintao”) is legal, follows the principles of fair, open and fair marketization, and there is no situation affecting the company’s sustainable operation ability, financial status, operating results, etc, In line with the company’s long-term development strategy, it is conducive to expanding the company’s main business and improving profitability; It 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 its shareholders, especially the minority shareholders.
Therefore, we unanimously agree on the company’s acquisition of minority shareholders’ equity of Tianli Xintao.
Beijing Tianyishangjia New Material Corp.Ltd(688033) independent directors Zhao Bin, Wang Zhiqiang and Lu Yuanzhao February 18, 2022
