Crown Advanced Material Co.Ltd(688560) independent directors
Independent opinions on matters related to the 23rd Meeting of the third board of directors
As an independent director of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as the “company”) in accordance with the company law of the people’s Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the rules of independent directors of listed companies and other laws and regulations, normative documents and the relevant provisions of Crown Advanced Material Co.Ltd(688560) articles of association, We have carefully reviewed the relevant proposals and materials of the 23rd Meeting of the third board of directors of the company, and now express independent opinions on the relevant matters considered by the board of directors as follows:
1、 Proposal on using some over raised funds to permanently supplement working capital
The company will use part of the over raised funds of 45 million yuan for permanent replenishment of working capital. The contents and review procedures comply with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s management system for raised funds. The company’s use of part of the over raised funds for permanent replenishment of working capital is conducive to improving the use efficiency of the raised funds. There is no behavior of changing the purpose of the raised funds in disguise, affecting the normal implementation of the investment projects of the raised funds, and damaging the interests of the company and all shareholders. It is agreed that the company will use part of the over raised funds of 45 million yuan for permanent replenishment of working capital, And agreed to submit it to the general meeting of shareholders of the company for deliberation.
2、 Proposal on providing financing guarantee for wholly-owned subsidiaries applying for bank loans
The company provides joint and several liability guarantee for the wholly-owned subsidiary Jiangxi mingguan lithium film technology Co., Ltd. to apply for a project loan of 130 million yuan in the bank, and provides joint and several liability guarantee for Jiangxi Jiaming film material Co., Ltd. to apply for a project loan of 70 million yuan in the bank. The guarantee is conducive to improving the financing capacity of the wholly-owned subsidiary, ensuring that the funds required for the project are in place in time, ensuring the smooth operation of the project, in line with the company’s overall development strategy, and the guarantee risk is controllable. The company has fulfilled the necessary approval procedures of the board of directors for the guarantee provided by the wholly-owned subsidiary, the voting procedures are legal and compliant, and there is no situation damaging the interests of the company and shareholders. To sum up, we agree that the company provides guarantee for bank loans to wholly-owned subsidiaries.
3、 Proposal on the company’s purchase of directors, supervisors and senior high liability insurance
After verification, we believe that purchasing liability insurance for the company and its directors, supervisors and senior managers is conducive to protecting the rights and interests of the company’s directors, supervisors and senior managers, promoting the relevant responsible personnel to better perform their duties, and reducing the risks or losses that may be caused by the directors, supervisors and senior managers during the normal performance of their duties; It helps to improve the company’s risk management system and promote the sound development of the company, without damaging the interests of shareholders, especially the interests of minority shareholders. The deliberation procedures of the board of directors of the company on the above matters comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. The related directors have avoided voting, and the independent directors of the company unanimously agree to submit the matter to the general meeting of shareholders of the company for deliberation.
4、 Proposal on the acquisition by a wholly-owned subsidiary of part of the equity of the joint-stock company Bochuang Hongyuan new materials Co., Ltd
Independent directors believe that the acquisition of the equity of the participating company Bochuang Hongyuan new materials Co., Ltd. by the company’s wholly-owned subsidiary is to promote the company’s overall development strategy, further extend the company’s industrial chain, better optimize the company’s resource allocation and enhance the company’s core competitiveness. The deliberation procedures of this matter comply with the provisions of laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. The acquisition of the equity of Bochuang Hongyuan by the company’s wholly-owned subsidiary will not have an adverse impact on the company’s financial and operating conditions, and there will be no damage to the interests of the company, its shareholders, especially small and medium-sized shareholders. In conclusion, the independent directors unanimously agreed to consider and adopt the proposal.
5、 Proposal on capital increase of wholly-owned subsidiaries and subsidiaries
The independent directors believe that this capital increase is based on the expansion of the company’s Poe film products in overseas business, which will improve the asset structure of overseas subsidiaries, increase working capital, improve the product production and marketing scale and profitability, and contribute to the steady operation and long-term development of the company’s overseas business. The deliberation procedures of this matter comply with the provisions of laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. This capital increase will not have an adverse impact on the company’s financial and operating conditions, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. In conclusion, the independent directors unanimously agreed to consider and adopt the proposal.
Crown Advanced Material Co.Ltd(688560) independent directors: Luo Shuzhang, Guo Huajun, Peng Fushun March 11, 2022
