Zhejiang Wazam New Materials Co.Ltd(603186) independent director
Independent opinions on matters related to the 22nd Meeting of the 4th board of directors
As an independent director of Zhejiang Wazam New Materials Co.Ltd(603186) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the governance of listed companies, the articles of association, the working system of independent directors and other relevant documents In accordance with the provisions of the system, the company carefully verified the relevant matters considered at the 22nd Meeting of the Fourth Board of directors, and based on the position of independent judgment, expressed the following independent opinions on the above proposals:
1、 Independent opinions on further clarifying the company's plan for public issuance of convertible corporate bonds
After review, the independent directors believe that the company's plan for public issuance of convertible corporate bonds is that the board of directors further clarified the company's plan for public development of convertible corporate bonds in accordance with the authorization of the company's first extraordinary general meeting in 2020, the requirements of the securities regulatory authorities and in combination with the company's actual situation and market conditions. The issuance scheme complies with the requirements of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting. The scheme is reasonable and feasible, conforms to the interests of all shareholders, and does not harm the interests of minority shareholders. The convening, convening and voting procedures and methods of this meeting comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we unanimously agree on the matters related to the company's public offering of convertible corporate bonds.
2、 Independent opinions on the listing of convertible corporate bonds issued by the company
After review, the independent directors believe that: in accordance with the authorization of the company's first extraordinary general meeting in 2020 and the provisions of relevant laws and regulations, the board of directors of the company will handle matters related to the listing of convertible corporate bonds on Shanghai Stock Exchange in accordance with the authorization of the company's general meeting after the issuance of convertible corporate bonds, And will authorize the chairman of the company or his designated authorized agent to handle specific matters. The matter complies with the provisions of relevant laws and regulations, conforms to the interests of all shareholders, and does not damage the interests of minority shareholders. We unanimously agree on matters related to the public offering of convertible corporate bonds.
3、 Independent opinions on opening a special account for raising funds from public issuance of convertible corporate bonds and signing a supervision agreement
After review, the independent directors believe that the company's opening of the special account for the raised funds from the public issuance of convertible corporate bonds and signing the supervision agreement to supervise the storage and use of the raised funds comply with the provisions of relevant laws, regulations and normative documents of the raised funds, can effectively standardize the storage, use and management of the raised funds, and effectively protect the interests of investors. We unanimously agree to open a special account for raising funds through public issuance of convertible corporate bonds and sign a regulatory agreement.
Independent directors: Yang Weisheng, Zhang chuanzhou, Chen Lianyong January 19, 2022
