Shenzhen Weiguang Biological Products Co.Ltd(002880)
Opinions of independent directors on relevant matters of the second meeting of the third board of directors of the company
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the Shenzhen Weiguang Biological Products Co.Ltd(002880) articles of association, As an independent director of Shenzhen Weiguang Biological Products Co.Ltd(002880) (hereinafter referred to as “the company”), we express independent opinions on relevant matters of the second meeting of the third board of directors as follows: I. independent opinions on the company’s compliance with the conditions for non-public offering of shares
After reviewing the proposal on the company’s compliance with the conditions for non-public offering of shares, and checking the relevant matters of the company item by item according to the qualifications and relevant conditions of non-public offering of shares of listed companies, we believe that:
1. The company meets the qualifications and conditions for non-public offering of shares;
2. When the board of directors considered the above proposals, the decision-making procedures were in line with relevant laws, regulations and the articles of association.
Therefore, we agree with the company’s proposal on the company’s compliance with the conditions for non-public development of shares, and agree to submit the proposal to the company’s general meeting of shareholders for deliberation. 2、 Independent opinions on the issuance plan and plan of this non-public offering
After reviewing the proposal on the company’s non-public stock development plan and the proposal on the company’s non-public stock development plan, we believe that:
1. The plan of this non-public offering of shares is feasible. After this issuance, it is conducive to enhancing the company’s sustainable profitability, in line with the company’s development strategy and the interests of shareholders, and there is no behavior damaging the interests of the company and all its shareholders, especially small and medium-sized shareholders;
2. When the board of directors considered the above proposals, the decision-making procedures were in line with relevant laws, regulations and the articles of association.
We agree to the relevant matters of the non-public offering plan and plan, and agree to submit the matter to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
After reviewing the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company, we believe that:
The investment project of the raised funds complies with the national industrial policies, the purpose of the investment project of the raised funds complies with the provisions of relevant national policies, the actual situation and development needs of the company, and the long-term development objectives of the company and the interests of shareholders.
Therefore, we agree with the company’s proposal on the feasibility analysis report on the use of funds raised by non-public development banks and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 4、 Independent opinions on the company’s non-public offering of shares, dilution of immediate return, filling measures and relevant commitments
After reviewing the proposal on diluting shares and taking relevant measures for non-public development, we believe that:
The company’s analysis on the impact of non-public offering of shares on the dilution of immediate return, relevant measures to fill the return and the commitments of relevant subjects comply with the requirements of relevant laws and regulations such as the guiding opinions on matters related to the dilution of immediate return of initial public offering and refinancing and major asset restructuring.
Therefore, we agree with the company’s proposal on diluting the immediate return of non-public Development Bank shares, taking filling measures and commitments of relevant subjects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 5、 Independent opinions on the company’s shareholder return plan for the next three years
After reviewing the proposal on formulating the shareholder return plan for the next three years (20222024), we believe that:
The company pays full attention to the reasonable requirements and opinions of shareholders, especially small and medium-sized shareholders, and can realize the reasonable return on investment to shareholders and take into account the sustainable development of the company. The proposal on formulating the shareholder return plan for the next three years (20222024) formulated by the company complies with the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (2022 Revision) and other relevant provisions of the CSRC, which is conducive to the sustainable development of the company, Safeguard the legitimate rights and interests of shareholders. Therefore, we agree to the proposal on formulating the shareholder return plan for the next three years (20222024) and agree to submit the proposal to the general meeting of shareholders for deliberation. 6、 Independent opinions on the report on the use of the company’s previously raised funds
After reviewing the proposal on the report on the use of the company’s previously raised funds, we believe that:
The company strictly abides by the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other relevant laws and regulations on the deposit and use of raised funds, and there is no violation of the deposit and use of raised funds. The company’s previous use of raised funds did not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on the report on the use of the company’s previously raised funds and agree to submit the proposal to the general meeting of shareholders for deliberation.
Independent directors: Yang Xinfa, Wang Xinmin, Wang Yanmei March 9, 2022
