Changzhou Tiansheng New Materials Co.Ltd(300169)
Opinions of independent directors on relevant matters of the 11th meeting of the 5th board of directors
Prior approval opinion
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 gem shares of Shenzhen Stock Exchange, the rules for independent directors of listed companies, the articles of association of Changzhou Tiansheng New Materials Co.Ltd(300169) and other relevant provisions, As an independent director of Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as “the company”), we have conducted prior review on the relevant matters of the 11th meeting of the 5th board of directors of the company, and now give the following prior approval opinions on the relevant matters of the 11th meeting of the 5th board of directors of the company:
1. The company’s stock issuance plan and plan to specific objects comply with the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, as well as the regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
2. The issuing object of this issuance is Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone (to be established, and the final name approved by the administrative department for Industry and Commerce) (hereinafter referred to as “Jucheng intelligent (to be established)”). Before the announcement of the stock issuance plan to specific objects, the issuing object Jucheng intelligence (to be established) did not directly or indirectly hold the shares of the company. After the implementation of the overall plan for the change of control of the company, including this issuance, the controlling shareholder of the company will be changed from no controlling shareholder to Jucheng intelligence (to be established), and the actual controller will be changed from no actual controller to Huang Daping. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Jucheng intelligence (to be established) is a related party of the company. The company’s issuance of shares to specific objects involves related party transactions.
3. The pricing benchmark date of this offering is the announcement date of the resolution of the 11th meeting of the Fifth Board of directors of the company. The issuing price of this offering is not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. This pricing method is in line with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on GEM (Trial).
4. With regard to the above matters, the company plans to sign the subscription agreement for issuing shares to specific objects with conditional effect with Fujian Jucheng mechanical equipment Co., Ltd. (on behalf of Jucheng intelligence (to be established)). Such related party transactions are fair, impartial and open, in line with the interests of the company and all shareholders, and will not affect the independence of the listed company. There is no infringement on the interests of minority shareholders, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
5. The purpose of the funds raised by the company’s issuance of shares to specific objects complies with the provisions of relevant laws, regulations and normative documents, and is in line with the long-term development of the company and the interests of all shareholders.
To sum up, we agree to submit the relevant proposals related to the issue of shares to specific objects to the 11th meeting of the 5th board of directors for deliberation.
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(there is no text on this page, which is the signature page of Changzhou Tiansheng New Materials Co.Ltd(300169) independent directors’ prior approval opinions on matters related to the 11th meeting of the Fifth Board of directors) independent directors:
Shen Lei, Wang Li, song Honghai
January 25, 2002
