Guangdong Hybribio Biotech Co.Ltd(300639) independent director
Independent opinions on matters related to the 31st meeting of the 4th board of directors
As an independent director of Guangdong Hybribio Biotech Co.Ltd(300639) (hereinafter referred to as “the company”), based on the principles of objectivity, impartiality and prudence, in accordance with relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, as well as the relevant provisions of the articles of association and the working system of independent directors, Express the following independent opinions on relevant matters of the 31st meeting of the Fourth Board of directors of the company:
1. Independent opinions on the establishment of large health industry fund jointly invested by wholly-owned subsidiaries and professional investment institutions
Chaozhou Guangdong Hybribio Biotech Co.Ltd(300639) Chemical Co., Ltd. (hereinafter referred to as “Kaipu chemical”), a wholly-owned subsidiary of the company, plans to cooperate with the general partner and executive partner Shenzhen merchants mangrove Investment Co., Ltd. (hereinafter referred to as “merchants mangrove”), Taizhou pharmaceutical city great health industry investment partnership (limited partnership), Jingzhou Industry Fund Management Co., Ltd Taizhou Industrial Investment Fund (limited partnership) and the fund management team jointly invested with the investor Shenzhen Jinghe investment partnership (limited partnership), initiated and signed the establishment of China Merchants control great health innovation fund (tentative name, subject to the name approved and registered by the industry and commerce, hereinafter referred to as “fund”, “great health industrial fund” or “partnership”) The partnership agreement of China Merchants Holdings Health Innovation Fund (hereinafter referred to as the “partnership agreement”). The total scale of the partnership’s target subscribed capital contribution is RMB 1 million, and the initial subscribed amount is RMB 433.01 million. As the general limited partner of the fund, Kemp chemical will subscribe the initial contribution with its own capital of RMB 165.5 million, accounting for 38.22% of the initial subscription. The general partner and executive partner of the fund, China Merchants mangrove, will subscribe for the initial contribution of the fund of RMB 28 million, accounting for 6.47% of the initial contribution; The fund manager is China Merchants Capital Management Co., Ltd.
The fund will focus on the high growth / high certainty track and target investment in the field of great health, explore high-quality investment opportunities by integrating the resource advantages of all parties, expand the company’s project investment channels, and effectively reduce investment risks, which is conducive to forming synergy with the company’s existing business, creating a reasonable return on investment for the company and shareholders, which is in line with the company’s development strategy. The decision-making procedure of this foreign investment is legal and effective. The source of funds is the company’s own funds, which will not change the scope of the company’s consolidated statements, affect the development of the company’s normal production and operation activities, have no significant adverse impact on the company’s current and future financial status and operating results, and do not damage the interests of the company and minority shareholders.
Therefore, we agree with Kemp chemical and professional investment institutions to jointly invest and initiate the establishment of a large health industry fund. 2. Independent opinions on the establishment of a limited liability company jointly invested by a wholly-owned subsidiary and a professional investment institution. The wholly-owned subsidiary of the company, Kaipu chemical, plans to cooperate with Shenzhen merchants mangrove Investment Co., Ltd. (hereinafter referred to as “merchants mangrove”) Jiangsu Huikai Management Consulting Co., Ltd. (tentative name, subject to the name approved and registered by the industry and commerce, hereinafter referred to as “Jiangsu Huikai”) was registered and established in Taizhou pharmaceutical high tech Industrial Development Zone, Jiangsu Province, China according to the proportion of 30%: 70% investment, and the shareholders agreement was signed. The registered capital of Jiangsu Huikai is proposed to be 28.3 million yuan, which is invested and subscribed by China Merchants mangrove and Kaipu chemical in monetary form, including 19.81 million yuan subscribed by China Merchants mangrove and 8.49 million yuan subscribed by Kaipu chemical with its own funds. Its business scope is enterprise management consulting; Information technology consulting services (except for projects subject to approval according to law, carry out business activities independently according to law with the business license) (subject to the approval result of industrial and commercial registration). After the signing of China Merchants mangrove grand health innovation fund and the establishment of Jiangsu Huikai, it plans to transfer its fund shares and all rights and obligations to Jiangsu Huikai. Jiangsu Huikai, as the general partner and executive partner of the fund, will jointly register and establish the grand health industry fund with other partners.
This foreign investment is conducive to drawing on the professional investment experience of the partners, effectively reducing the company’s investment risk, improving the company’s capital use efficiency and foreign investment ability, and creating a reasonable return on investment for the company and its shareholders. The decision-making procedure of this foreign investment is legal and effective. The source of funds is the company’s own funds, which will not change the scope of the company’s consolidated statements, affect the development of the company’s normal production and operation activities, have no significant adverse impact on the company’s current and future financial status and operating results, and do not damage the interests of the company and minority shareholders.
Therefore, we agree that Kaipu chemical and professional investment institutions jointly invest in the establishment of Jiangsu Huikai limited liability company, and after its establishment, it will accept the fund shares and all rights and obligations held by China Merchants mangrove in the great health industry fund as the general partner and executive partner of the great health industry fund. (there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of the independent opinions of Guangdong Hybribio Biotech Co.Ltd(300639) independent directors on matters related to the 31st meeting of the Fourth Board of directors)
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