Opinions of independent directors on relevant matters of the 13th meeting of the 5th board of directors
separate opinion
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 gem shares of Shenzhen Stock Exchange, the rules for independent directors of listed companies and the Changzhou Tiansheng New Materials Co.Ltd(300169) articles of Association (hereinafter referred to as the "articles of association"), and other relevant provisions, As an independent director of Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as "the company"), we have carefully reviewed the relevant materials of the 13th meeting of the 5th board of directors of the company, and now express independent opinions on the relevant matters of the 13th meeting of the 5th board of directors of the company as follows:
1、 Independent opinions on the company meeting the conditions for issuing A-Shares to specific objects
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, we have examined the relevant matters of the company item by item according to the qualifications and conditions for companies listed on the gem to issue A-Shares to specific objects, It is considered that the company meets the qualifications and conditions for GEM listed companies to issue A-Shares to specific objects, and agrees to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company's stock issuance plan and plan (Revised Draft) to specific objects
After reviewing the proposal on the company's plan for issuing shares to specific objects (Revised Draft) and the proposal on the company's plan for issuing shares to specific objects (Revised Draft), and in combination with the actual situation of the company, we believe that the company's plan for issuing shares to specific objects (Revised draft) complies with the provisions of relevant laws, regulations and normative documents, The scheme is reasonable and feasible, in line with the company's long-term development plan and the interests of all shareholders, and there is no situation that damages the interests of the company and minority shareholders; The plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022 (Revised Version) prepared by the board of directors of the company comprehensively considers the company's industry, development status, actual operation and capital demand, complies with the provisions of relevant laws and regulations, normative documents and the actual situation of the company, and does not damage the interests of the company and minority shareholders. We agree to the stock issuance scheme and plan (Revised Draft) to specific objects, and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the demonstration and analysis report (Revised Draft) of the company's stock issuance scheme to specific objects
The argumentation and analysis report on the stock issuance plan of Changzhou Tiansheng New Materials Co.Ltd(300169) gem to specific objects (Revised Version) prepared by the board of directors of the company fully demonstrates 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 industry and development stage of the company, financing planning, financial situation and capital demand, 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 immediate return and the specific measures to fill in.
This issuance plan conforms to the interests of the company and all shareholders, does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. Based on the above situation, we agree to the demonstration and analysis report on the stock issuance plan of Changzhou Tiansheng New Materials Co.Ltd(300169) gem to specific objects (Revised Draft), and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company's issuance of shares to specific objects
The use of the funds raised by the company's issuance of shares to specific objects complies with relevant laws and regulations, national policies and the company's overall strategic development plan, conforms to the company's long-term development objectives and shareholders' interests, does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and complies with the provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. We agree with the company's feasibility analysis report on the use of funds raised by Changzhou Tiansheng New Materials Co.Ltd(300169) issuing shares to specific objects (Revised Version) and agree to submit it to the general meeting of shareholders of the company for deliberation. 5、 Independent opinion on the fact that the company does not need to prepare the report on the use of the previously raised funds when issuing shares to specific objects
In view of the fact that the company does not issue additional shares or convertible bonds in the last five accounting years. Therefore, we believe that the company's issuance of shares to specific objects does not need to prepare the report on the use of the previously raised funds, which complies with the relevant provisions of the CSRC. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. We agree to the content of the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on diluting immediate return, filling measures and commitments of relevant subjects by issuing shares to specific objects
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has carefully analyzed the impact of this issuance on the dilution of shareholders' immediate return, formulated specific measures to fill the return, and relevant subjects have made relevant commitments to the practical implementation of the company's measures to fill the return.
The company's analysis of the impact of this offering on the dilution of shareholders' immediate return, filling measures and commitments of relevant subjects comply with the provisions of relevant laws and regulations and the interests of the company and all shareholders. We agree to the diluted immediate return, filling measures and commitments of relevant subjects of this issuance, and agree to submit them to the general meeting of shareholders of the company for deliberation. 7、 Independent opinions on the shareholder return planning of the company in the next three years (2021-2023)
The shareholders' dividend return plan for Changzhou Tiansheng New Materials Co.Ltd(300169) the next three years (2021-2023) prepared by the board of directors of the company complies with the provisions of relevant laws, regulations and the articles of association in terms of formulation process and decision-making procedures. Its content can realize the reasonable investment return to investors and take into account the sustainable development of the company. On the premise of ensuring the normal operation and development of the company, Making specific plans for the form of profit distribution and the proportion of cash dividends in the next three years, and paying full attention to the reasonable requirements and opinions of all shareholders, especially small and medium-sized shareholders, can better protect the interests of all shareholders, especially small and medium-sized shareholders. We agree to the shareholders' dividend return plan for the next three years (2021-2023) of Changzhou Tiansheng New Materials Co.Ltd(300169) and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to the issuance
In order to ensure the smooth completion of this issuance, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and agrees that the board of directors shall delegate the chairman or other persons authorized by him to handle matters related to this issuance in full power, within the scope permitted by relevant laws and regulations and resolutions of the general meeting of shareholders, and in accordance with the principle of safeguarding the maximization of the interests of the company, All authorizations shall be valid within 12 months from the date of approval by the general meeting of shareholders of the company.
We believe that the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and the persons authorized by the board of directors to fully handle matters related to the issuance, which is in line with the provisions of relevant laws, regulations and normative documents. We agree that the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to the issuance, and agree to submit them to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the signing of conditional share subscription agreement between the company and specific objects
The subscription object of this offering, Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone (hereinafter referred to as "Jucheng intelligent"), complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for trial Implementation). The terms and signing procedures of the conditional subscription agreement for issuing shares to specific objects signed by the company and Jucheng intelligence comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders. We agree that the company and Jucheng intelligent sign a conditional share subscription agreement and agree to submit it to the general meeting of shareholders for deliberation.
10、 Independent opinions on related party transactions involved in the issuance of shares by the company to specific objects
According to the company's stock issuance plan (Revised Version) to specific objects, the issuance object of this issuance is Jucheng intelligence.
Before the announcement of the stock issuance plan (Revised Draft) to specific objects, the issuing object Jucheng intelligent did not directly or indirectly hold the shares of the company. After the implementation of the overall plan for the change of control of the company, including this issuance, the controlling shareholder of the company will be changed from no controlling shareholder to Jucheng intelligence, and the actual controller will be changed from no actual controller to Huang Daping. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Jucheng intelligence is a related party of the company, and the company's issuance of shares to specific objects constitutes a related party transaction.
The pricing of this offering 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 and registration of companies listed on the gem (for Trial Implementation). The pricing mechanism is fair and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
When the board of directors of the company deliberated on the related party transaction proposal, the related directors Mr. Wu Haizhou and Mr. Xu Yi avoided voting, and the convening, convening and voting procedures of the meeting were legal and effective.
We agree to the proposal that the company's issuance of shares to specific objects involves related party transactions, and agree to submit it to the general meeting of shareholders of the company for deliberation.
(no text below)
(there is no text on this page, which is the signature page of Changzhou Tiansheng New Materials Co.Ltd(300169) independent directors' independent opinions on matters related to the 13th meeting of the Fifth Board of directors) independent directors:
Shen Lei, Wang Li, song Honghai
February 21, 2002
