Guangdong Vtr Bio-Tech Co.Ltd(300381)
Independent directors on the 7th board of directors of the company
Independent opinions on relevant matters of the 14th Meeting
The 14th meeting of the 7th board of directors of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) was held by on-site voting on February 18, 2022. As an independent director of the company in accordance with the company law, the securities law, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, normative documents and the relevant provisions of the articles of association, After carefully reviewing the relevant materials of this meeting, in line with the working attitude of seeking truth from facts and diligence, we express our independent opinions on the relevant matters of the company based on our personal independent judgment as follows:
1、 Independent opinions on adjusting the grant price of the restricted stock incentive plan in 2021
The company adjusted the grant price of the 2021 restricted stock incentive plan accordingly, in line with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations, normative documents and relevant provisions of the company’s 2021 restricted stock incentive plan, and this adjustment has been authorized by the general meeting of shareholders, And fulfilled the necessary review procedures. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2021. The adjustment and review procedures are legal and compliant, and there is no situation that damages the interests of all shareholders of the company, especially small and medium-sized shareholders.
Accordingly, we agree to the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 deliberated at the 14th meeting of the seventh board of directors of the company.
2、 Independent opinions on granting reserved restricted shares to incentive objects
1. According to the authorization of the company’s first extraordinary general meeting of shareholders in 2021, the board of directors determined the company’s current incentive plan
The reserved grant date of the incentive plan is February 18, 2022, which complies with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”);
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
3. The incentive objects granted by this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and listing rules, and meet the scope of incentive objects specified in the incentive plan of the company, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective;
4. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects;
5. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, enhance the company’s core team’s sense of responsibility and mission to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders. To sum up, we believe that the granting conditions stipulated in the company’s restricted stock incentive plan have been met. We agree that the reserved grant date of the company’s incentive plan is February 18, 2022, and agree to reserve and grant 800000 class II restricted shares to 22 incentive objects who meet the reserved grant conditions at the grant price of 4.99 yuan / share.
3、 Independent opinions on the use of some idle raised funds to temporarily supplement working capital
After verification, the use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of the company’s raised funds and reducing the company’s financial expenses. The relevant decision-making procedures comply with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange The relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies do not conflict with the implementation plan of the raised funds project, do not affect the normal progress of the raised funds investment project, and do not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. Therefore, we agree that the company will raise 90 million yuan of idle funds to temporarily supplement working capital.
(there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of the 14th meeting of the seventh board of directors of the company)
Wang Yifei, Li Anxing, Zhu Zuyin
February 19, 2022
