Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) independent director
Independent opinions on matters related to the 7th Meeting of the 3rd 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 science and Innovation Board of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association As an independent director of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”), according to the relevant provisions of the company’s working system for independent directors, after reviewing the relevant proposals of the seventh meeting of the third board of directors, based on the independent and objective position and in a prudent and responsible attitude, we express the following independent opinions:
1、 Independent opinions on the bidding results of the company’s issuance of shares to specific objects through simple procedures in 2021, in accordance with the provisions of relevant laws, regulations and normative documents such as the securities law, the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation), and the practical implementation rules for the securities issuance and underwriting industry of companies listed on the science and Innovation Board of Shanghai Stock Exchange, According to the relevant materials provided by the company, after verification, we believe that the issuance procedures of the company are legal and compliant, and the bidding results are true and effective.
Therefore, we express our independent opinions on the bidding results of issuing shares to specific objects through summary procedures.
2、 Independent opinions on the signing of share subscription agreement with effective conditions between the company and specific objects
After review, we believe that the company is in accordance with the provisions of relevant laws, regulations and normative documents such as 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), and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the science and Innovation Board of Shanghai Stock Exchange, After confirming the bidding results, timely sign the share subscription agreement with effective conditions with 6 specific objects, which is in line with the provisions of relevant laws and regulations and the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders.
Therefore, we express our independent opinions on the share subscription agreement with effective conditions signed by the company and specific objects.
3、 Independent opinions on the authenticity, accuracy and completeness of the prospectus issued by the company to specific objects through simple procedures in 2021
After review, We believe that the prospectus for stock issuance of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Kechuang board to specific objects through simple procedures (hereinafter referred to as the “prospectus”) prepared by the company complies with the securities law, the measures for the administration of securities issuance registration of companies listed on Kechuang board (for Trial Implementation) and In accordance with the provisions of relevant laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies offering securities to the public No. 44 – prospectus and issuance report of securities issued by companies listed on the science and innovation board to specific objects, the content of the prospectus is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Therefore, we express our independent opinions on the prospectus prepared by the company.
4、 Independent opinions on updating the company’s plan for issuing shares to specific objects through summary procedures in 2021
After review, we believe that the updated plan for issuing shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 through simple procedures complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation) issued by the CSRC.
Therefore, we express our independent opinions on the updated plan for issuing shares to specific objects through summary procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021.
5、 Independent opinions on updating the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021 through simple procedures
After review, we believe that the updated feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 complies with the provisions of the company law, the securities law, the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC.
Therefore, we express our independent opinions on the updated feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021.
6、 Independent opinions on updating the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021 through simple procedures
We have carefully reviewed the demonstration and analysis report (Revised Version) on the stock issuance scheme for specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 (hereinafter referred to as the “demonstration and analysis report”) prepared by the company, and agreed that the demonstration and analysis report comprehensively considers the company’s industry, development stage, financing planning, financial status, etc, It fully demonstrates the background and necessity of the implementation of this issuance, the appropriateness of the selection scope, quantity and standard of this issuance object, the rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, as well as the impact of this issuance on the diluted immediate return and the specific measures to fill in, Comply with relevant laws and regulations.
Therefore, we express our independent opinions on the updated argumentation and analysis report on the stock issuance scheme for Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 issuing shares to specific objects through simple procedures.
7、 The independent opinion on updating the company’s statement on the investment of the raised funds in the field of scientific and technological innovation has been reviewed, We believe that the updated Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) statement on the investment of the raised funds in the field of scientific and technological innovation complies with the provisions of 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) and other relevant laws, regulations and normative documents issued by the CSRC.
Therefore, we agree with the updated Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) statement on the investment of the raised funds in the field of scientific and technological innovation.
8、 Independent opinions on the closing of some raised investment projects in the initial public offering of shares and the use of the surplus raised funds for other raised investment projects
The company’s decision to use the surplus raised funds from the initial public offering of shares for other raised funds investment projects is based on the actual situation of the project, which is conducive to the rational allocation of resources, improve the use efficiency of raised funds, help the company strengthen its main business and do not affect the normal progress of raised funds investment projects, Nor does it change the investment direction of the raised funds in a disguised form or damage the interests of shareholders. The decision-making procedures of the company comply with the relevant laws and regulations of the CSRC and Shanghai Stock Exchange on the use of the raised funds of listed companies and the relevant provisions of the articles of association and the measures for the administration of the raised funds of the company.
Therefore, we agree to close the “investment in the construction of high-efficiency hydrogen and oxygen production molecular sieve project” and use the surplus raised funds for the “construction project of reclaimed water recycling and comprehensive utilization of resources”, It also expressed its independent opinions on Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) the proposal on closing some raised investment projects in the initial public offering and using the surplus raised funds for other raised investment projects.
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independent director:
Luo Yunbai, Wang Zhan, Li Guangyu
January 14, 2022
