Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) documents of the first meeting of the second board of directors
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) independent directors
Prior approval opinions on matters related to the first meeting of the second board of directors of the company
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) articles of Association (hereinafter referred to as the “articles of association”), the Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) independent director working system and other relevant provisions, as independent directors of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as the “company”), after carefully reviewing the relevant documents of the first meeting of the second board of directors, The pre approved opinions are as follows:
1、 Prior approval opinions on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft)
We believe that the company’s issuance plan (Revised Version) complies with 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”) and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations The relevant provisions of the normative documents and the articles of association are in line with the actual situation of the company and the interests of all shareholders, and there is no damage to the interests of the company and its shareholders, especially the minority shareholders. We unanimously agree on the contents of the proposal and agree to submit the proposal to the board of directors of the company for deliberation.
2、 Prior approval opinions on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft)
We believe that the company’s issuance plan (Revised Draft) complies with the relevant laws and regulations, normative documents such as the company law, the securities law, the administrative measures and the relevant provisions of the articles of association, the actual situation of the company, the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially the minority shareholders. We unanimously agree on the contents of the proposal and agree to submit the proposal to the board of directors of the company for deliberation.
3、 Prior approval opinions on the demonstration and analysis report (Revised Draft) of the company’s A-share issuance scheme to specific objects in 2021
We believe that the demonstration and analysis report (Revised Draft) of the company’s issuance scheme fully analyzes and demonstrates the necessity of this issuance by considering the company’s industry and development stage, financing planning, financial status, capital demand and other conditions
Documents of the second session of the board of directors
The selection scope, quantity and standard of the issuing object are appropriate, the pricing principle, basis, method and procedure are reasonable, the issuing method is feasible, the issuing scheme is fair and reasonable, and the specific measures of diluting and filling the immediate return are feasible, which 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 its shareholders, especially the minority shareholders. We unanimously agree on the contents of the proposal and agree to submit the proposal to the board of directors of the company for deliberation.
Independent directors: Ruyi he (he Ruyi), Zhang Binghui, Huang Rui May 19, 2022
