Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. independent director
Independent opinions on matters related to the second meeting of the Fifth Board of directors of the company
In accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working rules for independent directors of Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as the “company”), As an independent director of the 5th board of directors of the company, we have carefully reviewed the relevant proposals of the 2nd meeting of the 5th board of directors of the company, and based on our independent judgment, we express the following independent opinions on the following matters of the company:
1、 Independent opinions on adjusting the company’s non-public offering of a shares
After review, we believe that the adjusted issuance plan is reasonable and feasible, in line with the relevant provisions of relevant laws, regulations and normative documents, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree that the company will adjust the plan of this non-public offering of a shares. According to the authorization of the third extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s plan for non-public offering of A-Shares (Revised Draft)
After review, we believe that the company has adjusted the relevant contents of the non-public Development Bank A-share plan simultaneously according to the adjustment of the non-public offering A-share plan. The non-public Development Bank A-share plan (Revised Version) is in line with the provisions of laws, regulations and normative documents, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree to the company’s plan for non-public development of A-Shares (Revised Version). According to the authorization of the third extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s non-public offering of a shares
After review, we believe that the revised feasibility analysis report on the use of funds raised by non-public offering of A-Shares complies with the relevant provisions of relevant laws, regulations and normative documents on the use of raised funds by listed companies, and the projects invested by raised funds comply with the relevant national industrial policies and the strategic development direction of the company, as well as the interests of the company and all shareholders, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree with the company’s feasibility analysis report on the use of funds raised by non-public Development Bank A shares (Revised Draft). According to the authorization of the third extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the company’s non-public offering of a shares, diluted immediate return and filling measures and the commitments of relevant subjects (Revised Draft)
After review, we believe that the revised filling measures for the diluted immediate return of the company’s non-public offering of A-Shares and the commitments of relevant subjects are practical, in line with the relevant provisions of the guiding opinions on matters related to the diluted immediate return of initial public offering, refinancing and major asset restructuring issued by the CSRC, and conducive to the protection of the legitimate rights and interests of the company and all shareholders. We agree with the company’s proposal on the company’s non-public offering of a shares, diluted immediate return, filling measures and relevant subject commitments (Revised Draft). According to the authorization of the third extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the supplementary agreement of the share subscription agreement with effective conditions signed by the company and specific objects
Upon examination, the company intends to sign the supplementary agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd. on the conditional effective share subscription agreement for non-public offering of shares with Tangshan financial holding industry incubator Group Co., Ltd. with Tangshan financial holding industry incubator Group Co., Ltd. the content is legal and in line with the relevant provisions of relevant laws, regulations and normative documents, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree with the contents of the motion. According to the authorization of the third extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on adjusting related party transactions involved in the company’s non-public offering of a shares
The subscription objects of this non-public offering of A-Shares include Tangshan financial holding industry incubator Group Co., Ltd., which is the controlling shareholder of the company. This non-public offering constitutes a related party transaction. When the board of directors deliberated this proposal, the related directors have avoided voting; The convening, convening and voting procedures of the board of directors considering the proposals related to this non-public offering comply with the provisions of relevant laws and regulations and the articles of association, and the resolutions formed at the meeting are legal and effective. Combined with the specific situation of the adjustment of the non-public offering of a shares, the revised non-public offering of A-Shares involves related party transactions. The subscription price of related parties is fair, the transactions have no impact on the independence of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the contents of the motion. According to the authorization of the third extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
7、 Proposal on share repurchase plan of the company (Phase V)
The share repurchase plan of the company complies with the company law of the people’s Republic of China, the opinions on supporting listed companies to repurchase shares, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the articles of association and other relevant provisions, and the voting procedures of the board of directors comply with the relevant provisions of laws, regulations and rules.
Combined with the current situation of the company’s secondary market share price, comprehensively considering the company’s operation and future development prospects, in order to establish the company’s medium and long-term incentive and restraint mechanism, protect the interests of investors, enhance investor confidence and establish a good image for the company in the capital market, the company uses its own funds to repurchase some of the company’s shares for equity incentive plan or employee stock ownership plan, It is conducive to establishing and improving the benefit sharing mechanism, enhancing investors’ confidence in the company and promoting the stable, healthy and sustainable development of the company. This repurchase will not have a significant impact on the company’s business activities, profitability, finance, R & D, debt performance ability and future development, will not change the company’s status as a listed company, and will not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, the independent directors agreed to the share repurchase plan.
8、 Independent opinions on the prediction of the company’s daily related party transactions in 2022
The company’s estimation of daily connected transactions in 2022 is in line with the principles of fairness, impartiality and fairness. Its pricing principle and basis are fair and reasonable. The transaction price does not deviate significantly from the price of transactions between independent subjects in the market, which is in line with the interests of the company and all shareholders. There is no damage to the legitimate rights and interests of minority shareholders, nor does it violate the law Regulations, normative documents and the articles of association. The convening, convening and resolution procedures of the board of directors comply with relevant laws, regulations, normative documents and the provisions of the articles of association.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the second meeting of the Fifth Board of directors of the company) signature of independent directors:
Fan Hong, Jiang Bo, Zhang Shanshan
March 14, 2002
