Zhejiangtailin Bioengineering Co.Ltd(300813) independent directors on the fourth meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "guidelines for the standardized operation"), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), the guiding opinions on the establishment of an independent director system in listed companies and Zhejiangtailin Bioengineering Co.Ltd(300813) (hereinafter referred to as the "company") the articles of association In line with the relevant provisions of relevant laws, regulations and rules such as the working system of independent directors and the attitude of being responsible to the company, all shareholders and investors, as independent directors of the company, after carefully reviewing the relevant documents of the fourth meeting of the third board of directors of the company, after careful analysis, we believe that:
1、 Independent opinions on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects
The company's issuance of 210 million yuan of convertible corporate bonds to unspecified objects has obtained the reply on approving Zhejiangtailin Bioengineering Co.Ltd(300813) the registration of issuing convertible corporate bonds to unspecified objects issued by China Securities Regulatory Commission (CSRC license [2021] 2258) agreed to register. According to the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors of the company further defined the specific scheme for the company to issue convertible corporate bonds to unspecified objects.
After verification, The company further clarified that the specific plan for issuing convertible corporate bonds to unspecified objects complies with the company law, the securities law and the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation) According to the provisions of laws, regulations and normative documents, the scheme is feasible, conducive to improving the company's core competitiveness and sustainable profitability, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. Therefore, we agree to further clarify the specific plan of the company to issue convertible corporate bonds to unspecified objects.
2、 Independent opinions on the listing of convertible corporate bonds issued by the company to unspecified objects
After verification, in accordance with the company law, the securities law, the stock listing rules, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and other relevant provisions and the authorization of the company's first extraordinary general meeting in 2021, After the issuance of convertible corporate bonds, the board of directors of the company will apply for the listing and registration of convertible corporate bonds in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and authorize the management of the company and its authorized designated personnel to handle specific matters. The above matters comply with the provisions of 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 laws and regulations, and are in line with the interests of the company and all shareholders.
Therefore, we unanimously agree on matters related to the company's issuance of convertible corporate bonds to unspecified objects for listing. 3、 Independent opinions on issuing convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing a supervision agreement for raised funds
The company has established a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signed a supervision agreement for raising funds, which complies with the relevant provisions of the stock listing rules, guidelines for standardized operation, guidelines for the supervision of listed companies No. 2 - supervision requirements for the management and use of raised funds by listed companies, etc, It can standardize the management, storage and use of the funds raised by the company by issuing convertible corporate bonds to unspecified objects, and effectively protect the legitimate rights and interests of investors.
Therefore, we unanimously agree that the company will issue convertible corporate bonds to unspecified objects, open a special account for raised funds and sign a supervision agreement for raised funds.
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(there is no text on this page. This page is the signature page of Zhejiangtailin Bioengineering Co.Ltd(300813) independent directors' independent opinions on matters related to the fourth meeting of the third board of directors of the company) signature of independent directors:
Li inherits Yang Zhongzhi and Dong Ming
specific date
