Independent director of Shanghai Youning Weisheng Technology Co., Ltd
Independent opinions on matters related to the fifth meeting of the third board of directors of the company
In accordance with relevant laws, regulations and rules, such as the Shenzhen Stock Exchange GEM Listing Rules, the listed company governance standards, the guidance on establishing an independent director system in listed companies, and the articles of association, we participated in the fifth meeting of the third board of directors held by the company on March 18, 2022 as an independent director of Shanghai Youning Weiwu Technology Co., Ltd, Based on the position of independent judgment, we have carefully reviewed the relevant matters considered at this meeting and issued independent opinions as follows:
1、 Independent opinions on participating in investment in equity investment funds and related party transactions
After review, we believe that the related party Shanghai Taili Venture Capital Management Co., Ltd. has been registered as a private fund manager in China Securities Investment Fund Industry Association. By participating in the equity investment fund managed by professional investment institutions and taking advantage of the resources and platform advantages of professional investment institutions, the company reserves relevant investment targets in the field of life sciences with good development prospects, which helps to reduce the investment risk of the company's acquisition of relevant enterprises in the field of Life Sciences and accelerate the realization of the company's strategic objectives. This transaction is conducted in a market-oriented manner through friendly negotiation between all parties, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
During the deliberation of the board of directors, the related directors avoided voting according to law, and the deliberation procedure was legal and compliant. In conclusion, we agree that the company will participate in the investment in Shanghai Taili Jingyu venture capital partnership (limited partnership) and related party transactions.
2、 Independent opinions on foreign investment and establishment of wholly-owned subsidiaries
After review, we believe that the company's foreign investment to establish a wholly-owned subsidiary is in line with the company's development interests and actual operation, in line with the interests of the company and shareholders, does not constitute related party transactions, and does not harm the small and medium-sized investors of the company. In the future, the company will continue to pay attention to the operation and development of its subsidiaries, strengthen risk control, reduce uncertainties in the investment process, reduce investment risks, and actively safeguard the interests of the company and its shareholders. Therefore, we unanimously agree that the company will invest in the establishment of a wholly-owned subsidiary.
3、 Independent opinions on the appointment of senior managers
The nomination and appointment procedures of the company's senior managers comply with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other normative documents and the relevant provisions of the articles of association, and the procedures are legal and effective. After reviewing the personal resumes of the relevant personnel, the senior managers of the company employed this time meet the employment conditions specified in relevant laws and regulations and the articles of association, and are not found to be prohibited from serving as senior managers of the company as stipulated in the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other normative documents, There is no punishment by the CSRC and other relevant departments or the stock exchange, nor is it a dishonest person. It complies with the relevant provisions of the company law and other laws and regulations on serving as senior managers of the company, has the qualification and ability to serve as senior managers of the company, meets the needs of the company's operation and management, and is conducive to the development of the company. Therefore, we unanimously agree to appoint Mr. Wang Bo as the deputy general manager of the company. Independent directors: Shi Lei, Tang Song, Cai Hongliang March 18, 2022
