Bloomage Biotechnology Corporation Limited(688363)
Independent opinions of independent directors on relevant proposals of the 29th meeting of the first board of directors of the company
In accordance with the relevant provisions of the company law, the articles of association and the working system of Bloomage Biotechnology Corporation Limited(688363) independent directors, as independent directors of Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as “the company”), we, in line with the attitude of being responsible to the company and all shareholders, in accordance with the principle of seeking truth from facts and based on the position of independent judgment, made relevant proposals for the 29th meeting of the first board of directors, Express the following independent opinions:
1、 Proposal on reviewing the internal control evaluation report of the company
On the benchmark date of the internal control evaluation report, i.e. December 31, 2021, the company has no major defects in the internal control of financial reporting, and no major defects in the internal control of non-financial reporting have been found. We believe that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and agree to the proposal on reviewing the evaluation report of the company’s internal control.
2、 Proposal on the company’s profit distribution plan for 2021
The profit distribution plan for 2021 is formulated in accordance with the company’s dividend return plan for the next three years (20192021), comprehensively considering the company’s operating conditions, capital needs, future development and other factors, and with reference to the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, In consideration of the change of the total amount of the company’s equity distribution plan and the distribution of the company’s equity in the first registration period of 2021, if the total amount of the company’s equity distribution plan is consistent with the change of the company’s equity distribution plan, the total amount of the company’s equity distribution plan will remain unchanged, and all shareholders agree that the company’s equity distribution plan will be adjusted at the same time.
3、 Proposal on reappointment of the company’s audit institution in 2022
Zhitong Certified Public Accountants (special general partnership) is able to fulfill its duties and follow the independent, objective and fair practice standards in the audit process. The relevant deliberation procedures of the board of directors are sufficient and appropriate, and comply with the provisions of relevant laws, regulations and the articles of association. Agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s 2022 financial report and internal control audit institution.
4、 Proposal on daily connected transactions of the company in 2022
It is estimated that the daily related party transactions in 2022 mainly include selling products, receiving labor services and renting real estate, which is in line with the actual situation of the company’s daily production and operation. The transaction is commercially reasonable. The transaction pricing follows the market-oriented principles of fairness, impartiality and fairness, does not affect the independence of the company, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. We agree to the proposal on the estimated daily connected transactions of the company in 2022. 5、 Proposal on the deposit and actual use of raised funds in 2021
The deposit and actual use of the company’s raised funds in 2021 comply with relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the Listing Rules of stocks on the science and Innovation Board of Shanghai Stock Exchange, The company has made special account storage and special use of the raised funds, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case that the use of the raised funds violates relevant laws and regulations. The contents of the special report on the deposit and actual use of raised funds in Bloomage Biotechnology Corporation Limited(688363) 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions. We agree to the special report on the deposit and actual use of the company’s raised funds in 2021.
6、 Proposal on the remuneration scheme of directors and supervisors of the company in 2022
The remuneration plan of the company’s directors and supervisors in 2022 is determined according to the actual business operation of the company and the current market level. There is no damage to the interests of the company and all shareholders, especially the interests of minority shareholders. We agree with the proposal on the remuneration plan of the company’s directors and supervisors in 2022.
7、 Proposal on the implementation of senior managers’ remuneration in 2021
The salary of senior managers in 2021 is determined by combining the growth of the company’s performance, income and profit and the responsibilities and contributions of senior managers, and after benchmarking with external peers in the same industry. The proposal on the implementation of the salary of senior managers in 2021 is agreed.
8、 Proposal on adjusting the first grant price of restricted stock incentive plan in 2021
The adjustment of the first grant price of the restricted stock incentive plan in 2021 is made by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the relevant provisions of the restricted stock incentive plan in 2021 approved by the general meeting of shareholders of the company, in line with the administrative measures for equity incentive of listed companies and other laws and regulations, with sufficient adjustment reasons, legal adjustment procedures and appropriate adjustment methods, The adjustment result is accurate and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree with the proposal of the board of directors on the price adjustment of this grant.
9、 Proposal on Abolishing part of the restricted shares granted but not yet vested in the 2021 restricted stock incentive plan
The cancellation of some restricted shares in the 2021 restricted stock incentive plan is made in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan, in accordance with the Listing Rules of Shanghai Stock Exchange science and innovation board, the measures for the administration of equity incentive of listed companies and other laws and regulations, and the resolution procedure is legal and effective. We unanimously agree that the company has granted some restricted shares that have not been vested this time.
10、 Proposal on the first vesting period of part of the restricted stock incentive plan granted for the first time in 2021 meeting the vesting conditions
According to the relevant provisions of the company’s restricted stock incentive plan in 2021, the vesting conditions for the first vesting period of the first part of the company’s restricted stock incentive plan in 2021 have been met. The vesting qualifications of 191 incentive objects who meet the vesting conditions are legal and valid, and the number of restricted shares that can be attributed is 1085277, The vesting period is from March 10, 2022 to March 9, 2023. The ownership arrangement and review procedures comply with the relevant provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentives of listed companies, the Listing Rules of science and Innovation Board of Shanghai stock exchange, and there is no infringement on the interests of the company and all shareholders. Therefore, we unanimously agree that the company will implement the ownership registration of restricted shares during the ownership period.
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