Shanghai Medicilon Inc(688202) independent director
Independent opinions on matters related to the second meeting of the third board of directors
As an independent director of Shanghai Medicilon Inc(688202) (hereinafter referred to as the "company") in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other relevant laws and regulations, the articles of association of Shanghai Medicilon Inc(688202) (hereinafter referred to as the "articles of association") and the working system of Shanghai Medicilon Inc(688202) independent directors, Based on the principle of seeking truth from facts and the attitude of being responsible to the company and all shareholders, and based on independent judgment, we express the following independent opinions on the relevant matters considered at the second 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
In accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, we conducted a self-examination on the actual operation and related matters of the company according to the qualifications and conditions for listed companies to issue shares to specific objects, It is considered that the company complies with the relevant provisions of current laws and regulations and normative documents on issuing shares to specific objects, and has the qualifications and conditions for issuing shares to specific objects.
2、 Independent opinions on the company's plan to issue A-Shares to specific objects in 2022
The content of the plan prepared by the company for issuing shares to specific objects is reasonable and feasible, in line with the provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities Issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and in line with the development plan of the company, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.
3、 Independent opinions on the demonstration and analysis report of the company's plan to issue A-Shares to specific objects in 2022
The argumentation and analysis report on the plan of issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022 prepared by the company for this issuance of shares to specific objects fully analyzes and demonstrates the necessity of this issuance, and the selection scope, quantity and standard of issuance objects are appropriate, taking into account the company's industry and development stage, financing planning, financial situation, capital demand, etc, The pricing principle, basis, method and procedure are reasonable, the issuance method is feasible, the issuance scheme is fair and reasonable, and the specific measures for dilution and filling of immediate return are feasible, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially the small and medium-sized shareholders.
4、 Independent opinions on the company's plan to issue A-Shares to specific objects in 2022
The plan for issuing A-Shares to specific objects in Shanghai Medicilon Inc(688202) 2022 prepared by the company for this issuance complies with the provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities Issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), and conforms to the actual situation of the company, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
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 in 2022
The funds raised by the company in this offering are intended to be invested in the field of scientific and technological innovation; 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 issuance of funds does not comply with the provisions of the company's laws and regulations and the long-term interests of all shareholders, especially the use of the funds raised does not comply with the provisions of the company's laws and regulations.
6、 Independent opinions on the special report on the use of the company's previously raised funds
The special report on the use of Shanghai Medicilon Inc(688202) previously raised funds prepared by the company for this issuance is true, accurate and complete, and there are no false records, misleading statements and major omissions. Lixin Certified Public Accountants (special general partnership) issued the assurance report on the report on the use of Shanghai Medicilon Inc(688202) previously raised funds as of September 30, 2021 on the use of the company's previously raised funds. The use of the company's previously raised funds did not violate the requirements of laws and regulations.
7、 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 this offering on the dilution of immediate return and put forward specific measures to fill in the return. The relevant subjects made a commitment to the practical implementation of the company's measures to fill in the return. The company's analysis on the impact of this issuance on the dilution of immediate return The measures to fill in the return and the commitments of relevant subjects comply with the requirements of laws, regulations and normative documents such as the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and the guiding opinions of China Securities Regulatory Commission on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring, It conforms to the overall interests of all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
8、 Independent opinions on the company's shareholder dividend return planning for the next three years (2022-2024). The company's shareholder dividend return planning for the next three years complies with the provisions of relevant laws and regulations, takes full account of the requirements of the company's sustainable development and the willingness of shareholders to obtain reasonable investment return, and there is no situation damaging the interests of the company and shareholders, especially small and medium-sized shareholders.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of issuing A-Shares to specific objects
This request to the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to this issuance meets the actual needs of this issuance, there is no violation of relevant laws, regulations, normative documents or the articles of association, it is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
In conclusion, we unanimously agreed to the proposals on issuing shares to specific objects considered at the second meeting of the third board of directors of the company, and agreed to submit the relevant proposals to the general meeting of shareholders for deliberation.
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