Nanhua Bio-Medicineco.Ltd(000504)
Independent directors’ opinions on the 5th meeting of the 11th board of directors
Independent opinions on relevant matters
As an independent director of Nanhua Bio-Medicineco.Ltd(000504) (hereinafter referred to as “the company”) in accordance with the provisions of laws, regulations and normative documents such as the standards for the governance of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association of Nanhua Bio-Medicineco.Ltd(000504) (hereinafter referred to as “the company”), We have carefully reviewed the meeting materials of the 5th meeting of the 11th board of directors of the company. After careful analysis and in the attitude of seriousness, responsibility and independent judgment, we hereby express independent opinions on the relevant matters of the 5th meeting of the 11th board of directors of the company as follows:
1、 Independent opinions on the company’s compliance with the conditions for this non-public offering of a shares
According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, we believe that the company complies with the provisions of current laws, regulations and normative documents on non-public issuance of shares by listed companies, has the qualifications and conditions for non-public issuance of shares, and agrees to the company’s application for non-public issuance of shares. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. 2、 Independent opinions on the company’s non-public offering of a shares
After reviewing the proposal on the company’s non-public offering of A-Shares submitted by the board of directors, we believe that the non-public offering plan complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and regulatory documents, and the purpose of the raised funds meets the development needs of the company. The non-public offering plan is conducive to improving the company’s core competitiveness and comprehensive strength, in line with the company’s long-term development plan and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company’s plan for this non-public offering of a shares
After reviewing the plan of Nanhua Bio-Medicineco.Ltd(000504) 2022 non-public offering of A-Shares submitted by the board of directors of the company, we believe that the plan of this non-public offering complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, and the purpose of the raised funds meets the development needs of the company. The non-public offering plan is conducive to improving the company’s core competitiveness and comprehensive strength, in line with the company’s long-term development plan and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by non-public development of A-Shares by the company. After reviewing the feasibility analysis report on the use of funds raised by non-public development of A-Shares in Nanhua Bio-Medicineco.Ltd(000504) 2022, we believe that the purpose of the funds raised by this non-public offering is in line with the actual situation and development needs of the company, the current situation and development trend of the industry in which the company is located, In line with the company’s long-term development goals and the interests of shareholders. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. 5、 Independent opinions on the company’s non-public offering of a shares, dilution of immediate return, filling measures and commitments of relevant subjects
The company has carefully analyzed the impact of this non-public offering on the company’s main financial indicators and diluted immediate return, and formulated relevant measures. The dilution of the company’s expected immediate income is reasonable, and the measures to fill the immediate income comply with the provisions of relevant laws, regulations and normative documents, which is conducive to safeguarding the legitimate rights and interests of small and medium-sized investors. After reviewing the commitment of directors, senior managers and controlling shareholders to take filling measures for the diluted immediate return of non-public offering of shares, we believe that these commitment measures are conducive to safeguarding the legitimate rights and interests of small and medium-sized investors. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company’s shareholder return plan for the next three years (20222024)
After reviewing the shareholder return plan for Nanhua Bio-Medicineco.Ltd(000504) the next three years (20222024), we believe that the shareholder return plan complies with the relevant provisions of the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash bonus of listed companies (revised in 2022) and the articles of association, which further defines the reasonable return on investment of the company to shareholders, Enhance the transparency and operability of profit distribution decisions, facilitate shareholders’ supervision of the company’s operation and profit distribution, and safeguard the shareholders’ rights enjoyed by the company’s shareholders, especially small and medium-sized shareholders according to law. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on signing conditional share subscription agreement with specific objects and related party transactions involved in this non-public offering
After reviewing the proposal on signing conditional share subscription contracts with specific objects and related party transactions involved in this non-public Development Bank submitted by the board of directors of the company, we believe that:
1. The related parties participating in this subscription meet the qualification of the subscription object of the company’s non-public offering of shares. 2. The conditional effective share subscription agreement signed by the company and related parties has fair pricing, reasonable and legal terms, and there is no situation that damages the interests of the company and all shareholders.
3. When the board of directors of the company deliberated on the relevant proposals of this non-public offering of shares, the related directors avoided voting, which was in line with the provisions of relevant laws, regulations and the articles of association. Therefore, the connected transactions formed by this non-public offering of shares comply with the principles of openness, fairness, impartiality, voluntariness and integrity. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinion on the need for the company to prepare the previous capital raising Report
In view of the fact that it has been more than five years since the arrival time of the company’s previously raised funds, that all the investment projects of the previously raised funds have been used, and that the special account for the raised funds has been cancelled, according to the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng Jian FA Xing Zi [2007] No. 500) of the CSRC, the company does not need to prepare the report on the use of the previously raised funds for this non-public offering of shares, There is also no need to hire an accounting firm to issue an assurance report on the use of the previously raised funds. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
Nanhua Bio-Medicineco.Ltd(000504) independent director: vinegar Weihua Zhao Yaqing Zhao Ping March 23, 2022
