Petpal Pet Nutrition Technology Co.Ltd(300673)
Independent directors' independent opinions on relevant matters of the ninth meeting of the third board of directors are 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 guidance of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association and As an independent director of Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as the company), in accordance with the provisions of laws, regulations, departmental rules, normative documents and relevant management systems of the company, and based on the principle of independent judgment and seeking truth from facts, we hereby express the following independent opinions on the relevant matters considered at the ninth meeting of the third board of directors of the company:
1、 Independent opinions on repurchasing shares of the company
The company plans to use its own funds to buy back part of the company's A-Shares in the form of centralized bidding transaction, which will be used in the employee stock ownership plan or equity incentive plan and the convertible corporate bonds issued by the conversion company in the future. After verification, we believe that:
1. The company's share repurchase plan complies with the relevant provisions of laws and regulations, departmental rules, normative documents and the articles of association, such as the company law, the securities law, the opinions on supporting the repurchase of shares by listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, and the meeting of the board of directors to consider the matter The voting procedure is legal and compliant.
2. The company's share repurchase is conducive to enhancing the confidence of public investors. The shares repurchased are intended to be used to implement the employee stock ownership plan or equity incentive plan, which is conducive to further improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's core management team and business backbone employees, and conducive to the long-term development of the company.
3. The capital of the company's share repurchase this time comes from the company's own funds. The company has sufficient capital payment ability. The share repurchase is feasible and will not have a significant adverse impact on the company's operation, finance, debt performance ability and future development.
4. The implementation of this repurchase plan will not lead to changes in the company's control, affect the company's listing status, and cause the company's equity distribution not to meet the listing conditions.
5. The share repurchase is carried out in the form of centralized bidding transaction. The repurchase price is fair and reasonable, in line with relevant regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, we believe that the company's share repurchase plan and decision-making procedures are legal and compliant, and the repurchase plan is reasonable and feasible, which is in line with the interests of the company and all shareholders. We unanimously agree on the company's share repurchase.
2、 Independent opinions on nominating candidates for independent directors
In view of the resignation of the original three independent directors of the company after six years of service, resulting in the number of independent directors being less than one-third of the number of the board of directors, the board of directors nominated Mr. Jin Xiaobin, Mr. Li Lu and Ms. Yu feitao as candidates for independent directors of the third board of directors of the company, with a term of office from the date of approval of the general meeting of shareholders to the date of expiration of the third board of directors. After verification, we believe that:
1. The educational background, work experience and part-time work of the three independent director candidates nominated by the board of directors are in line with the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other laws, administrative regulations and departmental rules There are no circumstances in which it is not allowed to nominate as an independent director according to the conditions and qualifications specified in the normative documents and the articles of Association;
2. The three candidates for independent directors do not hold shares of the company, and have no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% shares of the company and their affiliated units, as well as other directors, supervisors and senior managers of the company, so they are independent.
3. The nomination method, deliberation and voting procedures of the board of directors of the company are standardized and legal, and the nomination results comply with relevant laws, regulations and the articles of association.
In conclusion, we agree that Mr. Jin Xiaobin, Mr. Li Lu and Ms. Yu feitao are candidates for independent directors of the third board of directors of the company, and agree to report the qualifications of the three candidates to Shenzhen stock exchange for filing and review, and submit them to the general meeting of shareholders of the company for deliberation after there is no objection.
3、 Independent opinions on using the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance
After verification, before the raised funds are in place, the company first invests with self raised funds in order to ensure the normal progress of the raised investment projects and meet the needs of the company's operation and development. After the raised funds are in place, the self raised funds that have been invested in the raised investment projects in advance shall be replaced with the raised funds, which shall comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, Within 6 months from the arrival of the raised funds, the replacement scheme is consistent with the arrangement of the prospectus for the issuance of convertible corporate bonds to unspecified objects on the gem and other application documents.
The replacement of the raised funds of the company will not affect the normal implementation of relevant raised investment projects, and there is no case of changing the purpose of the raised funds in a disguised form, nor does it damage the interests of the company and all shareholders.
In conclusion, the independent directors unanimously agree that the company will use the raised funds from issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance.
Petpal Pet Nutrition Technology Co.Ltd(300673) independent director: Tong Aiqin, Xie Zhilei, Liu Lijun March 7, 2022
