Beijing Scitop Bio-Tech Co.Ltd(300858)
Opinions of independent directors on matters related to the 15th meeting of the second board of directors
separate opinion
According to the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the administrative measures), the rules for independent directors of listed companies, and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) As an independent director of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as "the company"), we express our opinions on the relevant matters considered at the 15th meeting of the second board of directors as follows: 1 Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
After verification, the company did not occupy the company's funds by the controlling shareholders and other related parties during the reporting period, provided the funds directly or indirectly to the controlling shareholders and other related parties, or occupied the company's funds by the controlling shareholders and other related parties that occurred in the previous year and continued to the reporting period. 2、 Independent opinions on the external guarantee of the company
After verification, the company did not have any form of external guarantee during the reporting period, nor did it have any external guarantee extending to the reporting period in the previous period. 3、 Independent opinion on self-evaluation report of internal control in 2021
The company has established a relatively sound internal control system, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. The daily operation of the company can be carried out in accordance with the provisions of various internal control systems. The internal controls such as governance structure, production and operation and capital activities are strict, comprehensive and effective, which effectively ensures the normal operation of the company's business activities and management. No major defects in internal control were found during the reporting period, and the establishment of internal control system has played a good role in risk prevention and control in all links of the company's operation and management. We believe that the company's self-evaluation report on internal control in 2021 objectively and truly reflects the current internal control of the company. IV. independent opinions on the profit distribution plan in 2021
The profit distribution plan for 2021 comprehensively considers the company's normal operating conditions, future development and reasonable return of shareholders, which is in line with the actual situation of the company and the provisions of relevant laws and regulations and the articles of association. The profit distribution plan proposed by the company is conducive to all shareholders to share the company's operating results, and matches the company's operating performance and future development. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the company's profit distribution plan for 2021 and agree to submit the proposal to the company's 2021 annual general meeting for deliberation. 5、 Independent opinion on the reappointment of the audit institution in 2022
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies. During the period of being employed as the company's external audit institution, it diligently performed its audit responsibilities, and the audit report issued objectively and truly reflected the company's financial situation and operating results. The independence, professional competence and investor protection ability of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) meet the audit requirements of listed companies. This renewal is conducive to ensuring the quality of the company's audit work and protecting the legitimate rights and interests of all shareholders, especially the interests of minority shareholders. The review procedures of the company's re employment of audit institutions comply with the relevant provisions of laws, regulations and the articles of association.
We agree to renew the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation. 6、 Independent opinions on the special report on the deposit and use of raised funds in 2021
The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and there is no violation of the deposit and use of the raised funds; The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. In conclusion, we agree with the company to issue the above report. 7、 Independent opinions on the remuneration scheme of non independent directors in 2022
The company's remuneration plan for non independent directors in 2022 fully takes into account the actual operation of the company, the remuneration level of the industry and region, the business scale and other actual conditions of the company, which is conducive to its diligence for the company, improve the decision-making level, further improve the work efficiency and the company's operating efficiency, and there is no damage to the interests of the company and shareholders.
We agree to the remuneration plan for non independent directors in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 8、 Independent opinions on the remuneration scheme of independent directors in 2022
The company's remuneration plan for independent directors in 2022 takes full account of the company's actual operation, industry and region's remuneration level, the company's business scale and other actual conditions, which is conducive to its diligence for the company, improve the decision-making level, further improve the work efficiency and the company's operating efficiency, and there is no damage to the interests of the company and shareholders.
We agree to the remuneration plan for independent directors in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 9、 Independent opinions on the remuneration scheme of senior managers in 2022
The compensation plan for senior managers of the company in 2022 takes full account of the actual operation of the company, the salary level of the industry and region, the operation scale of the company and other actual conditions, which is conducive to their diligence for the company, improve the decision-making level, further improve the work efficiency and the operation efficiency of the company, and there is no damage to the interests of the company and shareholders. 10、 Independent opinions on using idle self owned funds for cash management
The company's use of idle self owned funds for cash management is carried out on the premise of ensuring that it does not affect the normal operation of the company and the safety of funds, and effectively controlling risks. The use of idle self owned funds for cash management is conducive to improving the use efficiency of the company's self owned funds and increasing the company's capital income. It will not have an adverse impact on the company's business activities, which is in line with the interests of the company and does not harm the company and all shareholders, Especially the interests of minority shareholders. The decision-making procedure of this matter is legal and compliant.
To sum up, we agree that the company will use idle self owned funds for cash management, and agree that the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 11、 Independent opinions on using idle raised funds for cash management
The company's use of idle raised funds for cash management is carried out on the premise of ensuring that it does not affect the normal construction of raised investment projects and effectively control risks. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. It can effectively improve the use efficiency of raised funds and protect the interests of shareholders, which is in line with the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) The provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies.
To sum up, we agree that the company will use idle raised funds for cash management, and agree that the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 12、 Independent opinions on the achievement of vesting conditions in the first vesting period of the first vesting part of the restricted stock incentive plan in 2021
According to the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange (revised in December 2020), the Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and other relevant provisions, the vesting conditions specified in the first vesting period of the company's first granting of some restricted stock incentive plans have been met, and the subject qualification of the vesting incentive objects is legal and effective. The ownership arrangement and deliberation procedures comply with the relevant provisions of the company law, the securities law and the measures for the administration of equity incentive of listed companies, and do not infringe the interests of the company and all shareholders. Therefore, we unanimously agree that the company will handle the ownership of restricted shares for incentive objects eligible for ownership in accordance with relevant regulations. 13、 Independent opinions on the cancellation of some granted but not vested restricted shares
Some of the cancelled restricted shares comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft), and the measures for the Administration of the implementation and assessment of Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan, and the decisions made have fulfilled the necessary procedures. Therefore, we unanimously agree that the company will cancel some restricted shares that have been granted but not yet vested. 14、 Independent opinions on the company meeting the conditions for issuing shares to specific objects
According to the provisions of the law of the people's Republic of China on the listing of companies on the growth enterprise market (hereinafter referred to as the "Regulations on the issuance of securities to specific objects") and the relevant laws and regulations on the issuance of securities to the growth enterprise market "(hereinafter referred to as the" Regulations on the issuance of securities to specific objects "), We unanimously agree that the company meets the qualifications and conditions for issuing shares to specific objects, and agree that the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 15、 Independent opinions on the company's plan to issue shares to specific objects in 2022
The company's plan to issue shares to specific objects this time complies with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree that the company will issue shares to specific objects in 2022 and agree that the proposal will be submitted to the company's 2021 annual general meeting for deliberation. 16、 Independent opinions on the company's stock issuance plan to specific objects in 2022
The company's stock issuance plan to specific objects is practical and reasonable, which is in line with the company's development strategy and the interests of shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The preparation of this issuance plan complies with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents. We unanimously agree to the plan for issuing shares to specific objects in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 17、 Independent opinions on the demonstration and analysis report of the company's stock issuance scheme to specific objects in 2022
The demonstration and analysis report on stock issuance scheme to specific objects in 2022 prepared by the company demonstrates the necessity of issuing shares to specific objects and the selection of their varieties, the appropriateness of the selection scope, quantity and standard of issuing objects, the rationality of issuing pricing, the feasibility of issuing method, and the fairness and rationality of issuing scheme in combination with the company's industry and development stage, financial situation, capital demand, financing planning, etc, And the impact of this issuance of shares to specific objects on the dilution of immediate return and the specific measures to fill the return are in line with the company's development strategy and the interests of all shareholders. We unanimously agree to the demonstration and analysis report on the scheme of issuing shares to specific objects in 2022, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 18、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects in 2022
The feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022 prepared by the company fully explains the necessity of issuing shares to specific objects and the use plan of raised funds, which is helpful for investors to fully understand the use plan of funds raised by issuing shares to specific objects. The purpose of the funds raised by the issuance of shares to specific objects is in line with the national industrial policies and the provisions of relevant laws, regulations and normative documents, which is conducive to improving the profitability of the company and in line with the interests of the company and all shareholders. We unanimously agreed to the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 19、 Independent opinions on the company's special report on the use of previously raised funds
The special report on the use of the previously raised funds prepared by the company complies with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of the gem of Shenzhen Stock Exchange (revised in December 2020), the provisions on the report on the use of the previously raised funds, and truthfully reflects the deposit and actual use of the previously raised funds of the company. The content is true, accurate and complete. The report on the use of the previously raised funds has been certified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), which has been deliberated and approved by the board of directors. The voting procedures comply with the provisions of relevant laws and regulations and the articles of association. We unanimously agreed to the report on the use of the previously raised funds and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 20、 Independent opinions on signing the conditional effective share subscription contract with the controlling shareholder and actual controller sun tianshong
Sun tianshong, the controlling shareholder and actual controller of the company, participated in the related party transactions of the company's issuance of shares to specific objects, following the principles of fairness, impartiality, voluntariness and good faith. The conditional effective share subscription contract signed by the company and sun tianshong meets the needs of the company's future development and strategic development, the interests of listed companies and all shareholders, and there is no situation damaging the interests of minority shareholders. We unanimously agree that the company will sign the conditional effective share subscription contract with the controlling shareholder and actual controller, and agree that the proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 21、 Opinions on specific matters related to the issuance of shares
Sun Tiansong, the controlling shareholder and actual controller of the company, intends to participate in the subscription of the shares issued in cash, which constitutes a connected transaction. The pricing method of this offering is fair and equitable, and the relevant provisions of the conditional effective share subscription contract to be signed by the company and the controlling shareholder are determined based on normal commercial principles. The related party transactions involved in this offering comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. As an affiliated director, sun Tiansong has avoided voting on the proposals related to this issuance. We agree
