Crystal Clear Electronic Material Co.Ltd(300655)
Independent directors’ comments on the 56th meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, we, as independent directors of Crystal Clear Electronic Material Co.Ltd(300655) (hereinafter referred to as “the company”), Based on the principle of being responsible to the company and all shareholders of the company, based on the position of seeking truth from facts and independent judgment, and with a scientific and rigorous working attitude, we have carefully verified the relevant matters of the 56th meeting of the second board of directors of the company. Now we express the following independent opinions on the relevant matters of the meeting:
1、 Independent opinions on adjusting the company’s plan to issue shares to specific objects through summary procedures in 2021
After review, we believe that the adjusted company’s plan of issuing shares to specific objects in 2021 through simple procedures complies with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). The adjustment of the company’s issuance plan is carried out in accordance with the relevant regulatory requirements of the CSRC. The adjusted plan is reasonable and operable, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. We all agreed on the motion.
2、 With regard to the independent opinion on agreeing to re sign the share subscription agreement with effective conditions with specific objects, after review, we believe that the company adjusts the issuance quantity, total amount and purpose of raised funds in this issuance plan in combination with the actual situation and relevant regulatory requirements of the CSRC, and according to the adjusted issuance quantity, total amount and purpose of raised funds, The number of allocated shares of the subscription object is adjusted synchronously according to the original allocation proportion of each subscription object, and it is proposed to re sign the share subscription agreement with the subscription object with effective conditions based on the adjusted number of allocated shares, which is in line with the provisions of relevant laws, regulations and normative documents and the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders. We all agreed on the motion.
3、 Independent opinions on the company’s plan for issuing shares to specific objects through summary procedures in 2021 (three revised drafts)
After review, We believe that the relevant contents of the company’s plan for issuing shares to specific objects through simple procedures in 2021 (three revisions) adjusted and updated based on this issuance plan comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation) and The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange do not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. We all agreed on the motion.
4、 Independent opinions on the demonstration and analysis report (three revised drafts) of the company’s issuance of shares to specific objects through summary procedures in 2021
After review, we believe that the company’s demonstration and analysis report on issuing shares to specific objects by simple procedures in 2021 (three revisions) based on the adjustment and update of the issuance scheme fully demonstrates the necessity of the implementation of the issuance by comprehensively considering the company’s industry, development stage, financing planning, financial situation and other conditions, The appropriateness of the selection scope, quantity and standard of the issuance object, the rationality of the pricing principle, basis, method and procedure of the issuance, the feasibility of the issuance method, the impact of the issuance on the diluted immediate return and the specific measures for filling are in line with the provisions of relevant laws and regulations. We all agreed on the motion.
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 2021 (three revised drafts)
After review, we believe that the feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures in 2021 (three revisions) has made a full and detailed description of the project overview, feasibility and necessity of implementation and investment budget of the fund-raising project based on the adjustment and update of the issuance scheme, It is helpful for investors to have a comprehensive understanding of the company’s issuance. The fund-raising project conforms to the national industrial policy and the company’s strategic objectives, which is conducive to expanding the company’s main business and improving profitability. The implementation of the project conforms to the interests of the company and all shareholders, and there is no situation that damages the interests of the company, its shareholders, especially the minority shareholders. We all agreed on the motion.
6、 Independent opinions on the company’s issuance of shares to specific objects in 2021 through summary procedures, diluted immediate return, filling measures and commitments of relevant subjects (Second Revision)
After review, we believe that: Based on the adjustment of the issuance plan, the company has revised some contents related to the total amount of raised funds and the number of issued shares in the diluted immediate return, filling measures and commitments of relevant subjects of the issuance of shares to specific objects in a simple procedure, It complies with the relevant requirements of 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) 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) of the CSRC, and does not damage the company The interests of the company’s shareholders, especially the minority shareholders. We all agreed on the motion.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of the 56th meeting of the second board of directors)
Signature of independent director:
Guang Lan Yang
January 3, 2022 (there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of the 56th meeting of the second board of directors)
Signature of independent director:
Li Ming
January 3, 2022 (there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of the 56th meeting of the second board of directors)
Signature of independent director:
Zhou Qingfeng
January 3, 2022
