Shanghai Junshi Biosciences Co.Ltd(688180)
Report of independent non-executive directors on the seventh meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Securities Listing Rules of the stock exchange of Hong Kong Limited As independent non-executive directors of Shanghai Junshi Biosciences Co.Ltd(688180) company (hereinafter referred to as “the company”), we are the independent non-executive directors of Shanghai Junshi Biosciences Co.Ltd(688180) company, In a serious and responsible manner, based on the independent, prudent and objective position, the independent opinions on the relevant proposals considered at the seventh meeting of the third board of directors held on March 7, 2022 are as follows: I. independent opinions on the proposal that the company meets the conditions for issuing A-Shares to specific objects
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of issuance and registration, the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”), we have checked the actual situation of the company and believe that the company complies with relevant laws, regulations and The qualifications and conditions for the listed companies on the science and innovation board to issue RMB common shares (A shares) to specific objects (hereinafter referred to as “this issuance”) stipulated in the normative documents. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal of the company on issuing A-Shares to specific objects in 2022
The issuance plan complies with the provisions of the company law, the securities law, the measures for the administration of issuance and registration, the implementation rules and other relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the proposal on the company’s plan to issue A-Shares to specific objects in 2022
The plan for issuing A-Shares to specific objects in Shanghai Junshi Biosciences Co.Ltd(688180) 2022 prepared by the company for this issuance complies with the provisions of the company law, the securities law, the measures for the administration of issuance and registration, the implementation rules and other relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the demonstration and analysis report of the company’s A-share issuance scheme to specific objects in 2022
The argumentation and analysis report on the issuance plan of A-Shares issued to specific objects in Shanghai Junshi Biosciences Co.Ltd(688180) 2022 prepared by the company for this issuance fully analyzes and demonstrates the necessity of this issuance, the selection scope, quantity and standard of issuance objects are appropriate, and the pricing principle The basis, method and procedure are reasonable, the issuance method is feasible, the issuance scheme is fair and reasonable, and the specific measures for diluting and filling the immediate return are feasible, without damaging the interests of the company and its shareholders, especially the minority shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022
After the implementation of the raised investment project of this issuance, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation. The use of the funds raised in this offering complies with the provisions of relevant laws, regulations and normative documents, complies with the company’s long-term development plan, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on the special report on the use of the company’s previously raised funds
The special report on the use of Shanghai Junshi Biosciences Co.Ltd(688180) previous raised funds prepared by the company for this offering is true, accurate and complete, without false records, misleading statements and major omissions. The deposit and use of the company’s previous raised funds comply with the relevant provisions of the place where the company is listed on the deposit and use of raised funds of listed companies, There is no illegal use of the raised funds. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the company’s issuance of A-Shares to specific objects in 2022 to dilute the immediate return, the company’s filling measures and the commitments of relevant subjects
The company has analyzed the impact of this issuance on the company’s main financial indicators and the impact of this issuance on the diluted immediate return after the completion of this issuance, and put forward practical and feasible measures to fill the return, which is in line with the requirements of the company’s actual operation and sustainable development, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on the planning of shareholders’ dividend return in the next three years (20222024)
The dividend return plan for shareholders in Shanghai Junshi Biosciences Co.Ltd(688180) the next three years (20222024) prepared by the company is conducive to establishing and improving the scientific dividend decision-making mechanism and supervision mechanism, providing guarantee for the establishment of sustainable, stable and scientific return plan and mechanism, and ensuring the continuity and stability of the company’s profit distribution policy. The plan complies with the relevant provisions of laws, regulations and normative documents such as the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the issuance of a shares
The company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to this issuance. The scope of authorization complies with the relevant provisions of laws and regulations, which is conducive to the company’s efficient and orderly promotion of matters related to this issuance, in line with the interests of the company, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the content of the proposal and submit it to the general meeting of shareholders of the company for deliberation.
Independent non-executive directors: Lieping Chen, Roy step Herbst, Qian Zhi, Zhang Chun and Feng Xiaoyuan March 7, 2022
