Teyi Pharmaceutical Group Co.Ltd(002728)
Independent opinions of independent directors on relevant matters
Teyi Pharmaceutical Group Co.Ltd(002728) (hereinafter referred to as “the company”) held the 27th meeting of the Fourth Board of directors on May 4, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors and the working system of annual report of independent directors, as an independent director, based on the position of independent judgment, he expressed independent opinions on relevant matters as follows:
1、 Independent opinion on the proposal on using some idle raised funds of convertible bonds to temporarily supplement working capital the company uses some idle raised funds of convertible bonds to temporarily supplement working capital of the company, which is conducive to improving the use efficiency of raised funds and reducing the financial expenses of the company, which is in line with the interests of all shareholders of the company. The company’s use of some idle raised funds to temporarily supplement working capital meets the relevant provisions on the use of raised funds of Listed Companies in the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies; There is no conflict with the implementation plan of the raised funds project, does not affect the normal progress of the raised funds project, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The company has not made venture capital such as securities investment in the past 12 months. The raised funds for temporarily replenishing working capital will be limited to the production and operation related to the main business, and will not make venture capital such as securities investment. The company has returned the previously raised funds for temporarily replenishing working capital. Therefore, it is agreed that the company will use no more than RMB 100 million (accounting for 28.87% of the net fund raised by the company’s convertible bonds of RMB 34635737667) to temporarily supplement the working capital with the idle raised capital of the convertible bonds. The time of single supplement of working capital shall not exceed 12 months, and it will be returned to the special account for raised capital of the company at the expiration of the period.
2、 Independent opinions on adjusting the exercise price of equity incentive plan in 2021
The company adjusted the exercise price of 2021 stock option incentive plan this time, which complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s 2021 stock option incentive plan. This adjustment does not damage the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree to adjust the exercise price of the 2021 stock option incentive plan.
(there is no text below, which is the signature page of Teyi Pharmaceutical Group Co.Ltd(002728) “independent opinions of independent directors on related matters”) (signature of independent director):
Lu Beijing Cao Yanming Li Guisheng
May 4, 2022
