Guangdong Vtr Bio-Tech Co.Ltd(300381)
Independent directors on the 7th board of directors of the company
Independent opinions on relevant matters of the 17th meeting
In accordance with the relevant provisions of the company law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the articles of association, we, as independent directors of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as "the company"), based on the position of independent judgment and in line with the attitude of being responsible to the company, all shareholders and investors, adhere to the principle of seeking truth from facts, We have carefully investigated and verified the following matters during the reporting period of the company, and now express independent opinions on the relevant matters considered at the 17th meeting of the seventh board of directors of the company as follows:
1、 Independent opinions on the 2021 annual financial statement report
The financial structure of the company in 2021 is reasonable and the financial situation is good. The company's 2021 financial report can truly reflect the company's financial position, operating results and cash flow.
2、 Independent opinions on the company's profit distribution plan in 2021
After verification, we believe that the profit distribution plan for 2021 prepared by the board of directors of the company comprehensively considers the current capital stock scale, operating performance, development prospect and future growth potential of the company, and the content of the plan matches the growth of the company's performance; Fully considering the reasonable demands of the majority of investors, it is conducive to all shareholders to share the operating results of the company's development. The plan is consistent with the guidance of the CSRC on encouraging cash dividends of listed companies, and conforms to the profit distribution policy, profit distribution plan and long-term return plan of shareholders determined by the company. The independent directors agreed to the 2021 profit distribution plan and agreed to submit the plan to the 2021 general meeting of shareholders for deliberation.
3、 Independent opinions on the 2022 annual salary and allowance plan of the company's directors and senior managers the 2022 annual salary plan of the company's directors and senior managers conforms to the actual situation of the company's current operation and management, pays equal attention to restraint and incentive, is conducive to further promote the diligence of the company's senior managers, promote the company to improve work efficiency and operating efficiency, and does not damage the interests of the company and shareholders. The formulation procedure of the company's senior management's salary plan in 2022 complies with relevant laws, regulations, articles of association, rules and regulations, etc.
4、 Independent opinions on the internal control evaluation report of the company in 2021
After verification, we believe that the company's internal control system basically meets the requirements of relevant national regulations and securities regulatory authorities, and meets the actual needs of the company's business activities. The internal control system runs through all aspects of the company's business activities, forming a relatively standardized control system, which can ensure the normal production and operation of the company and reasonably control business risks. The self-evaluation report of the board of directors on internal control in 2021 comprehensively and objectively reflects the actual situation of the operation of the company's internal control. We agree with the report.
5、 Independent opinions on the special report on the deposit and actual use of the company's raised funds in 2021
After verification, the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the relevant provisions on the management and use of raised funds and damage to the interests of shareholders.
6、 Special instructions and independent opinions on the funds occupied by the controlling shareholders and other related parties of the company and the external guarantee of the company
In accordance with the provisions of the notice on Several Issues Concerning Regulating the capital transactions between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120) and other documents, as well as the relevant provisions of the company's charter, we External guarantees and related party transactions have been carefully verified. After verification, we believe that:
1. During the reporting period, the company did not occupy the company's funds by controlling shareholders and other related parties; 2. During the reporting period, the company did not provide guarantees for controlling shareholders and other related parties;
3. During the reporting period, the company did not engage in any form of related party transactions with the company's shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties.
7、 Independent opinion on the reappointment of the audit institution in 2022
We believe that Zhitong Certified Public Accountants (special general partnership), which the company intends to renew, has the qualification of auditing related businesses of securities and futures. In the process of providing audit services for the company's financial report in 2021, it has demonstrated a high level of business and diligent spirit of work. The audit report issued for the company objectively and truly reflects the company's financial status and operating results, It is conducive to protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. Therefore, we agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit this proposal to the general meeting of shareholders of the company for voting.
8、 Independent opinions on terminating the issuance of convertible corporate bonds to unspecified objects
The company's decision to terminate the issuance of convertible corporate bonds to unspecified objects is made according to the actual situation of the company, which will not have a significant adverse impact on the operation and sustainable and stable development of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The board of directors of the company performed the necessary procedures when deliberating the proposal, and complied with the relevant laws and regulations, the articles of association and other relevant provisions. Therefore, we unanimously agree on the contents of the motion.
9、 Independent opinions on the cancelled part of the granted but not yet vested class II restricted shares
After verification, we believe that some of the class II restricted stocks cancelled this time comply with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, the measures for the administration of equity incentive of listed companies, the Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 - business handling and the company's 2021 restricted stock incentive plan, and have fulfilled the necessary procedures, There is no situation that has a significant and substantial impact on the company's financial situation and operating results, nor does it damage the interests of the company and shareholders. Therefore, we agree that the company will cancel part of the class II restricted shares granted but not yet vested.
10、 Independent opinions on the company's use of idle self owned funds for entrusted financial management
On the premise of complying with national laws and regulations and ensuring the normal operation and capital safety of the company, the company uses its own funds for entrusted financial management, which is conducive to improving the efficiency of fund use and obtaining investment return, will not have an adverse impact on the normal business activities of the company, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. It is in line with the interests of the company and all shareholders, and the decision-making process is legal and effective. Therefore, we unanimously agree that the company uses idle self owned funds of no more than RMB 150000000 (including this amount) for entrusted financial management.
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Wang Yifei, Li Anxing, Zhu Zuyin
April 23, 2022
