Beijing Tianyishangjia New Material Corp.Ltd(688033)
Independent opinions of independent directors on matters related to the 38th 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 shares on the science and Innovation Board of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws As an independent director of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as the “company”), we attended the 38th meeting of the second board of directors of the company. After reviewing the relevant materials and matters of the meeting, based on the independent and objective position, In a prudent and responsible attitude, he expressed the following independent opinions on relevant matters of the meeting:
1、 Independent opinions on the company meeting the conditions for issuing shares to specific objects
According to the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration (for Trial Implementation)”) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, we believe that the company complies with the current laws The regulations and normative documents on issuing shares to specific objects meet the conditions for issuing shares to specific objects. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s plan to issue A-Shares to specific objects in 2022
After verification, we believe that the company’s plan to issue A-Shares to specific objects complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of registration (for Trial Implementation); 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. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the plan for issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022
After verification, we believe that the plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of registration (for Trial Implementation); Conform to the actual situation and development plan of the company; 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. We
4、 Independent opinion on Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 demonstration and analysis report on the scheme of issuing A-Shares to specific objects
After verification, we believe that the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 prepared by the company for this issuance fully demonstrates and analyzes the necessity of this issuance of securities and the selection of their varieties, taking into account the company’s industry and development stage, financing planning, financial status, capital demand 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 fairness and rationality of the issuance scheme, the impact of the issuance on the dilution of the original shareholders’ equity or immediate return, and the specific measures to fill in. This issuance meets the actual needs of the company, the provisions and requirements of relevant laws and regulations, and there is no situation that damages the interests of the company or its shareholders, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022
After verification, we believe that the funds raised by the company this time are intended to invest in the business in the field of scientific and technological innovation. The report gives a full and detailed description of the project overview, feasibility and necessity of implementation and investment estimate of the fund-raising project, which is conducive to investors’ comprehensive understanding of the company’s issuance of A-Shares to specific objects. The fund-raising projects comply with the provisions of relevant laws and regulations, national industrial policies and the company’s strategic objectives, and are 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 unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on Beijing Tianyishangjia New Material Corp.Ltd(688033) the report on the use of the previously raised funds
After verification, we believe that the company has prepared the report on the use of the previously raised funds in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and the disclosed information on the use and storage of the raised funds is true, accurate and complete, without false records, misleading statements or major omissions, The deposit and use of the company’s previously raised funds comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal use of raised funds. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has verified the report on the use of the previously raised funds. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the diluted immediate return of the company’s issuance of A-Shares to specific objects, the filling measures taken by the company and the commitments of relevant subjects
In accordance with the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, several opinions on further promoting the healthy development of the capital market, and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return issued by the General Office of the State Council, etc, The company analyzed the impact of the issuance of shares to specific objects on the dilution of immediate return, and put forward specific measures to fill the return, and the relevant subjects made a commitment to the practical implementation of the company’s measures to fill the return.
After verification, we believe that the company’s analysis of the impact of the issuance of A-Shares to specific objects on the dilution of immediate return, relevant measures to fill in the return and the commitments of relevant subjects are in line with the provisions of relevant laws and regulations, normative documents and the articles of association, in line with the interests of the company and all shareholders, and do not harm the company The interests of the company’s shareholders, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinion on Beijing Tianyishangjia New Material Corp.Ltd(688033) shareholder dividend return plan in the next three years (2022-2024)
After verification, we believe that the shareholder dividend return plan for the next three years (2022-2024) formulated by the board of directors of the company complies with the notice on further implementation of cash dividends of listed companies issued by the CSRC and the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022), Fully considering the needs of the company’s sustainable development and the willingness of the majority of shareholders to obtain a reasonable return on investment, a continuous, stable and scientific return mechanism has been established, which is conducive to protecting the interests of shareholders, especially small and medium-sized shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on Beijing Tianyishangjia New Material Corp.Ltd(688033) the statement on the investment of the raised funds in the field of scientific and technological innovation
After verification, we believe that according to the registration management measures (for Trial Implementation) and other relevant provisions and the company’s stock issuance plan to specific objects, the investment of the company’s raised funds belongs to the field of scientific and technological innovation. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
10、 Independent opinions on Beijing Tianyishangjia New Material Corp.Ltd(688033) internal control self evaluation report
After verification, we believe that as of September 30, 2021, the company’s internal control system basically meets the requirements of relevant national regulations and securities regulatory authorities, and meets the actual needs of the company’s business activities. The internal control system runs through all aspects of the company’s business activities, forming a relatively standardized control system, which can ensure the normal production and operation of the company, Reasonably control business risks. The Beijing Tianyishangjia New Material Corp.Ltd(688033) internal control self evaluation report issued by the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the company’s internal control, and we unanimously agree with the proposal.
11、 Independent opinions on the details of non recurring profits and losses of the company from January to September 2021, 2020, 2019 and 2018
In accordance with the requirements of the company law, the securities law, the registration management measures (for Trial Implementation) and other relevant laws and regulations, the company has prepared a detailed statement of non recurring profits and losses for January September 2021, 2020, 2019 and 2018.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) reviewed the above non recurring profit and loss statement and its notes, and issued the assurance report on Beijing Tianyishangjia New Material Corp.Ltd(688033) non recurring profit and loss (Zhonghuan zhuanzi (2022) No. 0110004).
After verification, we believe that the non recurring profit and loss statement prepared by the company complies with relevant regulations in all major aspects and truthfully reflects the non recurring profit and loss of the company from January to September 2021, 2020, 2019 and 2018. We unanimously agree with the proposal.
12、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of the company’s issuance of shares to specific objects
After examination, we believe that submitting to the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of issuing shares to specific objects and the legal compliance of the scope of authorization is conducive to promoting the rapid advancement of relevant matters and in the interests of the company and all shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
13、 After verification, we believe that the company plans to establish a special storage account for the raised funds from the issuance of A-Shares to specific objects, and implement the management of special account and special storage, The management of the company is authorized to implement and sign relevant agreements in accordance with the relevant provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). We unanimously agree to the proposal.
Beijing Tianyishangjia New Material Corp.Ltd(688033) independent directors Zhao Bin, Wang Zhiqiang and Lu Yuanzhao January 11, 2022
