Fujian Aonong Biological Technology Group Incorporation Limited(603363) independent director
Independent opinions on matters related to the fourth meeting of the third board of directors of the company
In accordance with the requirements of the company law, the rules for independent directors of listed companies, the guidelines for the governance of listed companies and the relevant provisions of the articles of association of Fujian Aonong Biological Technology Group Incorporation Limited(603363) , as independent directors of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as the “company”), after carefully reviewing the relevant materials of the company and understanding the relevant situation, based on objective and independent judgment, Independent opinions on matters related to the fourth meeting of the third board of directors of the company are as follows:
1、 Independent opinions on adjusting the mutual guarantee scheme provided by the company and its subsidiaries in 2022. This adjustment of the mutual guarantee scheme provided by the company and its subsidiaries in 2022 is in line with the requirements of relevant laws and regulations and the actual situation of the company. This guarantee adjustment is conducive to promoting the business development of the company and its subsidiaries and in line with the overall interests of the company, The guarantee risk is generally controllable, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. The deliberation and voting of this guarantee comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedure is legal and effective. We agree to adjust the mutual guarantee scheme provided by the company and its subsidiaries in 2022.
2、 Independent opinions on the increase of guarantors to provide guarantees for partners
The addition of guarantor in this external guarantee is in line with the actual situation and overall interests of the company. The company has taken counter guarantee measures. The risk of this external guarantee is generally controllable and will not damage the interests of the company and minority shareholders. The voting procedure of the board of directors of the company for this external guarantee is legal and effective. We agree to add a guarantor to the company’s external guarantee this time.
3、 Independent opinions on repurchase and cancellation of some restricted shares granted but not lifted
The company repurchases and cancels the restricted shares that have been granted but not lifted by the resigned incentive objects of 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, 2020 restricted stock incentive plan and 2021 restricted stock incentive plan, as well as the fourth lifting period of 2017 restricted stock incentive plan The second release period of the restricted stock incentive plan in 2018, the second release period of the first grant part of the restricted stock incentive plan in 2020, the second release period of the deferred grant part of the first grant of the restricted stock incentive plan in 2020, the second release period of the reserved grant part of the restricted stock incentive plan in 2020 In 2021, the restricted shares whose unlocking conditions for the first lifting of the restriction period have not been met will be repurchased and cancelled, which is in line with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the company’s 2017 restricted stock incentive plan, 2018 restricted stock incentive plan and 2020 restricted stock incentive plan According to the relevant provisions of the 2021 restricted stock incentive plan, the decision-making procedures for repurchase and cancellation are legal and compliant. The share repurchase plan formulated by the company complies with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions of the company’s 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, 2020 restricted stock incentive plan and 2021 restricted stock incentive plan, and there is no situation that damages the interests of the company and shareholders. We agree that the company will repurchase and cancel some restricted shares this time.
Independent directors: Liu Feng, AI Chunxiang, Zheng Luying February 15, 2022
