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
Independent 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 independent opinions are as follows:
1、 Independent opinions on the appointment of senior managers of the company
The nomination and appointment procedures of the company’s senior managers appointed by the board of directors comply with relevant laws and regulations, the articles of association and other relevant provisions, and the procedures are legal and effective; The appointed senior managers meet the requirements of relevant laws and regulations and the articles of association, and are not found to be prohibited from serving as senior managers in the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association. The appointed senior managers have the qualification and ability to serve as senior managers of the company. They are competent for the responsibilities of the corresponding positions of the company, and ensure that they can invest enough time and energy in the company’s affairs during their tenure, and earnestly perform the duties that the senior managers should perform, which is conducive to the development of the company and does not damage the interests of the company and all shareholders, especially the interests of minority shareholders.
Therefore, we unanimously agree to appoint Mr. Zelin Sheng as the general manager of the company, Ms. Lu Huiping as the executive deputy general manager, Mr. jishengwu as the deputy general manager, Mr. LV Binhua as the deputy general manager, Ms. Gao Qingping as the deputy general manager and Secretary of the board of directors, and Mr. Huang Gang as the deputy general manager and financial director of the company, Appoint Mr. Junli Zhang as the deputy general manager of the company.
2、 After deliberation on the independent opinion on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), all independent directors believe that the company’s current issuance plan (Revised Draft) is in line with the company law The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and rules
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) documents of the first meeting of the second board of directors
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 situation that damages the interests of the company and its shareholders, especially the minority shareholders. We all agree on the content of the motion. 3、 After deliberation on the independent opinion on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), all independent directors believe that the company’s plan for this issuance (Revised Draft) complies with the company law, the securities law and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association, the actual situation of the company and the interests of the company and all shareholders, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We all agree on the content of the motion.
4、 Independent opinions on the demonstration and analysis report (Revised Draft) of the company’s A-share issuance scheme to specific objects in 2021
After deliberation, all independent directors believe that the demonstration and analysis report (Revised Version) of the company’s issuance scheme takes into account the company’s industry and development stage, financing planning, financial status, capital demand and other conditions, fully analyzes and demonstrates the necessity of the issuance, the selection scope, quantity and standard of Issuance objects are appropriate, the pricing principle, basis, method and procedure are reasonable, the issuance method is feasible, and the issuance scheme is fair and reasonable, The specific measures for diluting and filling the immediate return are practical and 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 all agree on the content of the motion.
5、 Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2021
The feasibility analysis of the raised funds submitted to the state (revised by all directors) is in line with the feasibility analysis of the raised funds of the company; After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation. The use of the funds raised by this issuance is in line with the company’s long-term development plan and the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We all agree on the content of the motion.
6、 Independent opinions on diluting the immediate return of the company’s issuance of A-Shares to specific objects, the filling measures taken by the company and the commitments of relevant subjects (Revised Draft)
After deliberation, all independent directors believe that the diluted immediate return of the company’s issuance and the measures taken by the company to fill in the return and the commitments of relevant subjects (Revised Draft) are in line with the provisions of the general office of the State Council on Further Strengthening the capital market
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) documents of the first meeting of the second board of directors
The opinions on the protection of the legitimate rights and interests of small investors, the opinions of the State Council on further promoting the healthy development of the capital market, and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return are conducive to improving the company’s business scale and operating efficiency, and require relevant subjects to make commitments to the effective implementation of the company’s measures to fill in returns, Effectively protect the interests of all shareholders. We all agree on the contents of the motion.
7、 After deliberation on the independent opinion on the statement (Revised Draft) on the investment of the raised funds in the field of scientific and technological innovation, all independent directors believe that the investment projects of the raised funds in the statement (Revised Draft) belong to the field of scientific and technological innovation, which is in line with the overall development direction of the company in the future, helps to improve the scientific and technological innovation ability of the company and strengthen the scientific and technological innovation attribute of the company, In line with the interests of the company and all shareholders. We all agree on the content of the motion.
Independent directors: Ruyi he (he Ruyi), Zhang Binghui, Huang Rui May 19, 2022
