Hvsen Biotechnology Co.Ltd(300871)
Independent directors' opinions on the 22nd Meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant laws and regulations As an independent director of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as "the company"), after reviewing the relevant documents and materials and based on the position of independent and objective judgment, we have carefully verified the relevant proposals of the second 12th meeting of the second board of directors of the company, and now express the following independent opinions:
1、 Independent opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
This time, the company used the funds raised by issuing convertible corporate bonds to unspecified objects of RMB 142.2575 million to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses. The replacement time of the raised funds is less than six months from the arrival time of the raised funds, Comply with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on gem, and the contents and procedures are legal and compliant, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
Therefore, we unanimously agree that the company will use the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and the issuance expenses have been paid.
2、 Independent opinions on adjusting the amount of cash management using idle raised funds and self owned funds
This adjustment of the amount and period of idle raised funds and self owned funds for cash management is conducive to standardizing the use and management of raised funds and self owned funds, improving the use efficiency of funds and cash management income, which is in line with the interests of the company. Among them, increasing the use amount of idle raised funds for cash management does not conflict with the implementation plan of the investment project of raised funds, will not affect the normal progress of the project of raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company. The decision-making procedure for this matter is legal and effective.
Therefore, we unanimously agree that the company will use the temporarily idle raised funds with an accumulated balance of no more than RMB 250 million and the temporarily idle self owned funds with an accumulated balance of no more than RMB 200 million to timely purchase the investment and wealth management varieties with high security, good liquidity, short-term and Principal Guaranteed commitments issued by financial institutions (the raised funds need to be met) or make time deposits For structured deposits, call deposits and other products, the limit is valid for 12 months from the date of deliberation and approval by the board of directors, and the funds can be used on a rolling basis.
3、 Independent opinions on the appointment of senior managers by the company
Upon review, the nomination, deliberation, voting and appointment procedures of the company's senior managers this time comply with the relevant provisions of the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and the articles of association, and the procedures are legal and effective; The personal resume, educational background, professional ability and professional quality of the relevant personnel. The senior managers employed this time have met the employment conditions specified in relevant laws and regulations and the articles of association, and have the employment ability suitable for the exercise of their functions and powers, It is not found that the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the articles of association stipulate that they are not allowed to serve as senior managers of the company, and there is no situation that they are determined as market prohibited by CSRC and have not been lifted, There is no case that Shenzhen Stock Exchange has publicly determined that it is not suitable to serve as senior managers of listed companies, nor has it been subject to any punishment and punishment by China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no case of being a "dishonest executee".
Therefore, we unanimously agree to appoint Mr. Li Shuo as the deputy general manager of the company, whose term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the second board of directors.
4、 Independent opinions on adjusting the company's performance evaluation indicators of the company's restricted stock incentive plan in 2021
After verification, the company adjusted the performance evaluation indicators of the restricted stock incentive plan in 2021 for the year 2022-2023 based on the fact that the downstream aquaculture industry has entered a downward cycle and the overall demand for veterinary medicine products will be reduced. In order to effectively stimulate the work enthusiasm and enthusiasm of the incentive objects, more effectively deal with the new industry competition situation in the future and ensure the long-term and stable development of the company, Realize the high unity of the interests of shareholders, the interests of the company and the interests of incentive objects. This adjustment does not harm the interests of the company and all shareholders, especially the minority shareholders. The review and voting procedures comply with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the articles of association, the Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) and other documents, and do not involve the avoidance of voting by related directors.
Therefore, the independent directors unanimously agreed to adjust the performance evaluation indicators at the company level in 2022-2023 of the restricted stock incentive plan in 2021, and agreed to submit the matter to the first extraordinary general meeting of shareholders in 2022 for deliberation.. Hvsen Biotechnology Co.Ltd(300871) independent director: Xie Huobao Zeng Zhenling January 21, 2022
