Shanghai Rightongene Biotechnology Co.Ltd(688217)
Independent directors’ opinions on the fourth meeting of the second board of directors
Independent opinions on relevant matters
As an independent director of Shanghai Shanghai Rightongene Biotechnology Co.Ltd(688217) Technology Co., Ltd. (hereinafter referred to as the “company”) in accordance with the relevant provisions of laws, administrative regulations, departmental rules and normative documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the rules of independent directors of listed companies and the articles of association of Shanghai Shanghai Rightongene Biotechnology Co.Ltd(688217) Technology Co., Ltd. (hereinafter referred to as the “company”), We hereby express the following independent opinions on matters related to the fourth meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on the company’s profit distribution plan in 2021
We believe that: this profit distribution plan comprehensively considers the company’s industry characteristics, development stage, its own business model, profitability and future development fund demand and other factors, which is in line with the actual situation of the company; The deliberation and voting procedures of the board of directors of the company for the plan comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and minority shareholders; Agree to the profit distribution plan for 2021 and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on renewing the appointment of accounting firms
We believe that Zhonghui Certified Public Accountants (special general partnership) has a serious attitude, rigorous work, standardized behavior and objective conclusion in the audit of the company’s 2021 accounting statements. It can abide by the professional ethics of the accounting firm and express its opinions on the company’s accounting statements objectively and fairly in accordance with the requirements of the auditing standards for Chinese certified public accountants. The company’s continued appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 complies with relevant laws, regulations and the articles of association. We agree to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and agree to submit the proposal to the company’s general meeting for deliberation.
3、 Independent opinions on the proposal on the prediction of daily connected transactions in 2022
We believe that the related party transactions between the company and its subsidiaries and related parties belong to daily related party transactions; The related party transaction is a market-oriented choice for the company to operate normally and improve economic benefits, which meets the actual business needs of the company; The related party transaction follows the principle of “fairness, impartiality and fairness”. The transaction matters comply with the market principle, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and will not have an adverse impact on the independence of the company. The company’s main business will not rely on related parties for such transactions, and will not damage the interests of the company and other shareholders, especially the interests of minority shareholders. When the board of directors deliberated this proposal, the related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the above related party transactions.
4、 Independent opinions on the proposal on the remuneration scheme of directors in 2022 and the proposal on the remuneration scheme of senior managers in 2022
We believe that the remuneration scheme of directors and senior managers of the company takes full account of the company’s operation, the current industry and region’s remuneration level, complies with the provisions of relevant laws and regulations and the articles of association, is conducive to the stable operation and long-term development of the company, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
We unanimously agree on the remuneration scheme of directors and senior managers, and agree to submit the remuneration scheme of directors to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on using idle self owned funds for cash management
We believe that the capital source of the company’s proposed cash management is the company’s idle self owned funds. On the premise of not affecting the company’s daily operation capital demand and the normal development of the company’s main business, cash management is conducive to improving the efficiency of capital use, obtaining certain investment income and obtaining more returns for the company and shareholders. Using idle self owned funds for cash management is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. To sum up, we agree that the company uses idle self owned funds of no more than RMB 200 million (including this amount) for cash management.
Shanghai Rightongene Biotechnology Co.Ltd(688217) independent directors: Yuan Xuewei, Xu Weijian, Zhao Guiying April 18, 2022
