Opinions of independent directors on matters related to the 15th meeting of the ninth board of directors
Prior approval opinions and independent opinions
In accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association, we are the independent directors of Berry Genomics Co.Ltd(000710) (hereinafter referred to as the “company”), Having carefully reviewed the relevant proposals and materials of the 15th meeting of the ninth board of directors, and after careful analysis, we hereby express the prior approval opinions and independent opinions on relevant matters as follows:
1、 Proposal on the company’s abandonment of the equity acquisition right of Fujian Herui acquiree in the first window period
The company’s waiver of the acquisition right in the first window period (February 1, 2022 – April 30, 2022) is based on the current market valuation of tumor listed companies and the normalization of tumor company’s business, which is in line with the company’s current operating conditions and development planning arrangements. The company’s waiver of the acquisition right will not lead to the company’s current business operation risk and financial risk. The company will continue to have the right to purchase the equity of other shareholders of Fujian and Rui in the future, continue to layout the tumor business field in the form of equity participation, enjoy the benefits of the future development of the tumor business, and will not damage the interests of the company and all shareholders.
The voting procedure of the board of directors for Waiving the implementation of the acquisition right is legal and effective, in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions. The connected directors have avoided voting, and there is no situation that damages the interests of all shareholders.
We recognize and agree to the proposal in advance on the company’s waiver of the implementation of the acquisition right.
2、 Proposal on board chairman and general manager acting as chief financial officer of the company, proposal on appointment of secretary of the board of directors of the company
We have carefully examined the reasons for Mr. Jin Jin’s application to resign as chief financial officer and Secretary of the board of directors of the company, and believe that Mr. Jin Jin’s resignation for personal reasons is consistent with the actual situation and has not had a significant adverse impact on the actual operation of the company.
After review, 1. We believe that the deliberation procedures for the chairman and general manager of the company to act as the chief financial officer of the company comply with the company law, the articles of association and other relevant provisions. Mr. Gao Yang is the current chairman and general manager of the company and has the professional ability and management experience of operating the company; 2. We believe that the deliberation procedure for Ms. AI Wenlu to serve as the Secretary of the board of directors of the company complies with the company law, the articles of association and other relevant provisions. Ms. AI Wenlu currently serves as the investor relations manager of the company and has experience in investor relations management and securities affairs of the company; 3. We have not found that Mr. Gao Yang and Ms. AI Wenlu are unable to serve as senior managers of the company in the company law, the articles of association and the relevant provisions of the CSRC and Shenzhen Stock Exchange, and have not been publicly recognized by the stock exchange as unsuitable for serving as senior managers of listed companies, Those who have not received any punishment or punishment from CSRC and Shenzhen Stock Exchange do not belong to those who break their promises.
We unanimously agree that the chairman and general manager of the company shall act as the chief financial officer of the company, and agree to appoint Ms. AI Wenlu as the Secretary of the board of directors of the company.
Independent directors: Wang Xiuping, Li Guangchao, Wang Sijia
Berry Genomics Co.Ltd(000710) January 14, 2022
