Independent opinions of Zhe Jiang Taihua New Material Co.Ltd(603055) independent directors on the relevant proposals of the 15th meeting of the Fourth Board of directors in accordance with the company law, the stock listing rules of Shanghai Stock Exchange, the articles of association of Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as the "articles of association") and the working system of Zhe Jiang Taihua New Material Co.Ltd(603055) independent directors, we are the independent directors of Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as the "company"), With a serious and responsible attitude, we have reviewed the proposal on using raised funds to provide loans to subsidiaries to implement raised investment projects, the proposal on using raised funds to replace self raised funds for pre invested raised projects and issuance expenses, and the proposal on using idle raised funds for cash management submitted to us by the board of directors of the company, After necessary verification and inquiry on the matter, based on independent judgment, the independent opinions are as follows:
1、 Independent opinions on the use of raised funds to provide loans to subsidiaries for the implementation of raised investment projects
The company plans to use the raised funds to provide interest free loans to its subsidiary Jiahua nylon for the implementation of the "intelligent 120000 ton / year high-performance environmental friendly nylon fiber project", which meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions comply with the use plan of raised funds and are conducive to the smooth implementation of raised investment projects. There is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. The review and decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of shareholders. Meanwhile, Jiahua nylon has signed a quadripartite supervision agreement on the storage of the special account for raised funds with the company, the sponsor and the deposit bank of the special account for raised funds, which can ensure the safe use of the raised funds. Therefore, we unanimously agree to the proposal on using raised funds to provide loans to subsidiaries to implement raised investment projects.
2、 Independent opinions on using raised funds to replace self raised funds for pre invested projects and issuance expenses
The company uses the raised funds to replace the self raised funds invested in the investment projects and issuance expenses of the raised funds in advance, which is conducive to improving the use efficiency of the raised funds and in line with the interests of all shareholders. The exchange of raised funds does not change the investment direction of raised funds and damage the interests of shareholders. The replacement time of the company's raised funds this time is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies of China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, and the management measures for raised funds formulated by the company, Legal compliance of contents and procedures. We unanimously agree that the company will use the raised funds to replace the self raised funds of RMB 442122300 invested in the investment projects with raised funds in advance and RMB 1385800 paid for the issuance expenses.
3、 Independent opinions on using idle raised funds for cash management
The decision-making procedures for the company to use some temporarily idle raised funds for cash management comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the measures for the administration of raised funds formulated by the company and other laws, regulations and normative documents. The company will choose short-term (within 12 months) financial products or structured deposits with high security, good liquidity and guaranteed principal of the Issuer on the premise of ensuring the use plan and fund safety of the raised funds, which is in line with the interests of the company and all shareholders, and there is no situation that affects the normal progress of the investment projects of the raised funds or changes the investment direction of the raised funds in a disguised manner, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. Therefore, we unanimously agree that the company will conduct cash management on the temporarily idle raised funds of no more than 60 million yuan (including 60 million yuan).
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independent director:
Wang Ruisong, Xia Yun, Cai Shengsheng
January 11, 2022
