Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089)
independent director
Independent opinions on matters related to the 13th meeting of the 4th board of directors
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the growth enterprise market, the Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) articles of association, the working system of independent directors and other relevant provisions, we are independent directors of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) (hereinafter referred to as the "company"), With regard to the relevant matters considered at the 13th meeting of the Fourth Board of directors of the company, after consulting the relevant materials provided by the company and understanding the relevant situation, based on the position of independent judgment, we express the following independent opinions:
1、 Proposal on changing the implementation location, implementation method and asset purchase of some raised investment projects
After verification, the independent directors believe that the change of the implementation location and implementation mode of some raised capital investment projects of the company is a prudent decision based on the project implementation environment and actual progress, in line with the actual operation needs and investment plan of the company's raised capital investment projects, and in line with the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020) The provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies are conducive to the smooth implementation of the company's investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
The company's purchase of assets without affecting the normal operation of production and operation can expand the company's business premises, help to improve the company's asset structure, enhance the company's comprehensive competitiveness, and meet the needs of the company's long-term development. The assets purchased this time are based on the appraisal price, and the transaction is fair. There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
Therefore, we unanimously agree to the proposal on changing the implementation place, implementation method and asset purchase of some raised investment projects, and agree to submit the above proposal to the fourth extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Proposal on foreign investment and establishment of subsidiaries
After verification, the independent directors believe that the company's foreign investment is an important part of the company's extension of the production, sales and R & D industrial chain, is conducive to the horizontal expansion of the company's business, improves the company's market competitiveness and sustainable profitability, has great strategic significance for the company to improve and strengthen the production, sales and R & D layout, the decision-making procedures are legal and compliant, and there is no damage to the interests of the company and other shareholders.
After the establishment of the subsidiary, it will undertake the implementation of the "1000 t / a nucleoside series food nutrition fortifier project". It is a prudent decision based on the implementation environment and actual progress of the project, which is in line with the relevant laws and regulations on the use of raised funds of listed companies, and there is no damage to the interests of shareholders of the company, and the decision-making and deliberation procedures of this matter are legal and compliant. Therefore, we agree to change the implementation subject of the over raised capital investment project this time.
Therefore, we unanimously agree to the proposal on foreign investment and establishment of subsidiaries.
Independent director: Liu Jianwei, Jin Yanshun, Zhao Yongde May 24, 2022
