Independent opinions on matters related to the 22nd Meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for self-discipline supervision of listed companies on the science and Innovation Board of Shanghai stock exchange No. 1 – standardized operation and other laws and regulations According to the provisions of the normative documents and the articles of association of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as the articles of association), as independent directors of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as the “company”), we have carefully read the relevant meeting materials, discussed and, based on our independent judgment, expressed the following independent opinions on the relevant matters considered at the 22nd Meeting of the third board of directors of the company:
1、 Independent opinions on the company meeting the conditions for issuing A-Shares to specific objects
According to the company law, the securities law of the people’s Republic of China (hereinafter referred to 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) (hereinafter referred to as the measures for the administration of registration) and other laws, regulations and normative documents, and in combination with the actual situation of the company, we believe that the company meets the conditions for issuing A-Shares to specific objects.
We unanimously agreed to the proposal on the company meeting the conditions for issuing A-Shares to specific objects, and agreed to submit the proposal 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
We believe that the company’s plan to issue A-share shares to specific objects (hereinafter referred to as “this issuance”) is in line with the provisions of relevant laws, regulations and normative documents such as the securities law, the measures for the administration of registration, and in line with the company’s development strategy, which is conducive to further improving the company’s competitiveness and ensuring the sustainable development of the company.
We unanimously agreed to the proposal on the company’s plan to issue A-Shares to specific objects and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s plan to issue A-Shares to specific objects
The plan for issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022 prepared by the board of directors of the company for this issuance complies with the provisions of laws, regulations, normative documents such as the securities law, the measures for the administration of registration and the actual situation of the company.
We unanimously agreed to the proposal on the company’s plan to issue A-Shares to specific objects and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the argumentation and analysis report of the company’s plan to issue A-Shares to specific objects the argumentation and analysis report of the company’s plan to issue A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022 prepared by the board of directors on this issuance comprehensively considers the current situation and development trend of the company and its industry, the necessity, appropriateness, rationality and fairness of this issuance Feasibility and impact on the company. This issuance is in line with the actual needs of the company and the provisions and requirements of relevant laws and regulations. There is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.
We unanimously agree to the proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects, and agree to submit the proposal 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 the company’s issuance of A-Shares to specific objects
The funds raised by the company in this offering are intended to be invested in the field of scientific and technological innovation, which is in line with the national industrial policies and the provisions of laws and regulations on environmental protection and land management. After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation. The use of the funds raised in this offering complies with the provisions of relevant laws and regulations, the actual situation and development needs of the company, helps to enhance the company’s sustainable operation ability and comprehensive competitiveness, and is feasible in line with the interests of the company and all shareholders.
We unanimously agree to the proposal on the feasibility analysis report on the use of funds raised by the company issuing A-Shares to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the report on the use of the company’s previously raised funds
The company strictly abides by the relevant provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the company on the deposit and use of raised funds. The report on the use of Crown Advanced Material Co.Ltd(688560) previously raised funds prepared by the board of directors truly, accurately and completely reflects the use of the company’s previously raised funds. The company does not change the investment direction of raised funds in a disguised form Violations such as damaging the interests of the company and shareholders. At the same time, Tianjian Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds of the company (tianjianshen [2022] No. 3-15).
We unanimously agreed to the proposal on the report on the use of the company’s previously raised funds and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the company’s explanation that the investment of the raised funds belongs to the field of scientific and technological innovation. According to the registration management measures and the issuance plan, we believe that the investment of the raised funds belongs to the field of scientific and technological innovation.
We unanimously agreed to the proposal on Crown Advanced Material Co.Ltd(688560) instructions on the investment of the raised funds in the field of scientific and technological innovation, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on matters related to the company’s internal accounting control system
The management of the company made the explanation of Crown Advanced Material Co.Ltd(688560) on matters related to internal accounting control system for the effectiveness of internal control related to financial statements as of September 30, 2021, and Tianjian Certified Public Accountants (special general partnership) issued the assurance report on Crown Advanced Material Co.Ltd(688560) internal control (tianjianshen [2022] No. 3-14). We believe that the company has established a relatively perfect internal control system according to the actual business development needs and has been successfully implemented in all relevant links. The statements made by the management of the company on matters related to the internal accounting control system truly, completely and objectively reflect the internal control status of the company, and there are no obvious weak links and major defects.
We unanimously agree to the proposal on the explanation of matters related to the company’s internal accounting control system.
9、 Independent opinions on the company’s diluted immediate return and filling measures for issuing A-share shares to specific objects and the commitments of relevant subjects
The company analyzed the impact of the diluted immediate return on the company’s main financial indicators, and formulated specific measures to fill the diluted immediate return; The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to ensure that these measures of the company can be effectively implemented. The above measures and commitments comply with the relevant provisions of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31).
We unanimously agreed to the proposal on diluting immediate return and filling measures for the company’s issuance of A-Shares to specific objects and the commitments of relevant subjects, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the formulation of the company’s shareholder dividend return plan for the next three years (2022-2024). The company’s Crown Advanced Material Co.Ltd(688560) shareholder dividend return plan for the next three years (2022-2024) complies with the company law and the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (CSRC announcement [2022] No. 3) and other relevant laws, regulations and normative documents adhere to the principle of giving consideration to the interests of the company and shareholders and giving priority to cash dividends, which is conducive to enhancing the transparency and operability of the company’s profit distribution decision, It is convenient for shareholders to supervise the company’s operation and profit distribution, and is conducive to protecting the legitimate rights and interests of shareholders (especially minority shareholders).
We unanimously agreed to the proposal on formulating the company’s shareholder dividend return plan for the next three years (2022-2024), and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the company’s establishment of a special account for raising funds by issuing A-Shares to specific objects
The company’s establishment of a special account for raised funds can more standardize and efficiently use, settle and manage the raised funds of this issuance, and protect the legitimate rights and interests of investors.
We unanimously agree to the proposal on establishing a special account for raising funds by issuing A-Shares to specific objects.
12、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of A-Shares to specific objects
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance, which meets the actual needs of the issuance. The authorization content is within the scope of the functions and powers of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of the issuance, in line with the interests of the company and shareholders, and there is no violation of relevant laws and regulations, normative documents or the articles of association.
We unanimously agreed to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of A-Shares to specific objects, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the details of non recurring profits and losses of the company in the last three years and one period
The detailed statement of non recurring profit and loss for the last three years and one period prepared by the company for the non recurring profit and loss from January to September 2021, 2020, 2019 and 2018 objectively and truly reflects the non recurring profit and loss of the company, and there is no damage to the interests of the company or its shareholders (especially minority shareholders). Tianjian Certified Public Accountants (special general partnership) reviewed the above non recurring profit and loss statement and its notes, and issued the assurance report on Crown Advanced Material Co.Ltd(688560) non recurring profit and loss in recent three years and one period (tianjianshen [2022] No. 3-16).
We unanimously agree to the proposal on the details of non recurring profits and losses of the company in the last three years and one period.
14、 Independent opinion on correcting the third quarter report of 2021
The company’s correction of the third quarter report of 2021 complies with the provisions of relevant laws, regulations and normative documents, which is conducive to improving the quality of the company’s accounting information, reflecting the actual operating conditions of the company more accurately, and there is no damage to the interests of the company or its shareholders (especially minority shareholders).
We unanimously agreed to the proposal on correcting the third quarter report of 2021.
15、 Independent opinions on the purchase of land use rights and houses and buildings by wholly-owned subsidiaries
The purchase of assets by Jiangxi mingguan lithium film technology Co., Ltd. and Jiangxi Jiaming film materials Co., Ltd., a wholly-owned subsidiary of the company, is conducive to enhancing the company’s sustainable profitability and improving the company’s comprehensive competitiveness, which is in line with the company’s strategic planning and the long-term interests of shareholders. The pricing basis of the target assets to be purchased is clear and fair.
We unanimously agree to the proposal on the purchase of land use rights and houses and buildings by wholly-owned subsidiaries. 16、 Independent opinions on providing guarantee for Bochuang Hongyuan new materials Co., Ltd
Other shareholders of the company, Shenzhen Haina Baichuan Technology Co., Ltd., also provide counter guarantee of the same amount. After providing the guarantee, the company will pay close attention to the production, operation and financial status of the guaranteed party, give early warning of possible debt risks and take corresponding measures to ensure the safety of the company’s property and funds, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree that the company will provide guarantee for the joint-stock company this time. We unanimously agree to the proposal on providing guarantee for Bochuang Hongyuan new material Co., Ltd.
Crown Advanced Material Co.Ltd(688560) independent directors: Luo Shuzhang, Guo Huajun, Peng Fushun January 27, 2022
