Betta Pharmaceuticals Co.Ltd(300558)
Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors
According to China Securities Regulatory Commission’s Guiding Opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations and Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as “the company”) independent director working system As an independent director of the company, in line with the attitude of seeking truth from facts, being serious and responsible, and based on the position of independent judgment, we listened to the reports of relevant personnel and reviewed relevant materials on the matters considered at the 28th meeting of the third board of directors of the company. After careful discussion and review, we expressed the following independent opinions: I Independent opinions on the proposal on investment in Zhejiang shimai Pharmaceutical Co., Ltd. and related party transactions
This investment is conducive to accelerating the company’s layout in the field of antibody drugs and expanding the in-depth exchange of innovative drug technologies, which is in line with the company’s development strategy. The transaction pricing follows the principles of voluntariness, equality, fairness and rationality, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The proposal has been approved by us in advance before being submitted to the board of directors for deliberation. When voting on the proposal, Ding lieming, a related director, has withdrawn from voting. The company’s deliberation procedures for this proposal comply with relevant laws and regulations and the articles of association.
In conclusion, we unanimously agree to this motion. 2、 Independent opinions on the proposal on the transfer of part of the equity and related party transactions of Zhejiang shimai Pharmaceutical Co., Ltd
The related party transaction of the company’s acquisition of part of the equity of Zhejiang shimai Pharmaceutical Co., Ltd. meets the needs of the company’s business development. The terms of the agreement are fair and reasonable, and the pricing refers to the market price. There is no situation that damages the interests of the company and shareholders, especially minority shareholders, and will not affect the independence of the company. The proposal has been approved by us in advance before being submitted to the board of directors for deliberation. When voting on the proposal, Ding lieming, a related director, has withdrawn from voting. The company’s deliberation procedures for this proposal comply with relevant laws and regulations and the articles of association.
In conclusion, we unanimously agree to this motion. 3、 Independent opinions on the proposal on appointing Mr. Cai Wanyu as senior management of the company
The procedures for nominating senior managers of the company comply with relevant laws, regulations and the articles of association.
After reviewing Mr. Cai Wanyu’s resume and other relevant materials, it is found that he is not allowed to serve as a senior manager according to Article 146 of the company law, and there is no case that he is determined as a market prohibited person by the CSRC and the prohibition has not been lifted. His qualification meets the provisions of relevant laws and regulations and the articles of association, and he is confirmed to have relevant professional knowledge and ability to perform his duties, Have the job conditions and professional quality suitable for the requirements of authority. To sum up, this nomination complies with the nomination procedures of senior managers and does not damage the legitimate rights and interests of minority shareholders. We unanimously agree to appoint Mr. Cai Wanyu as the senior manager of the company.
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[there is no text on this page, which is the signature page of Betta Pharmaceuticals Co.Ltd(300558) independent directors’ independent opinions on matters related to the 28th meeting of the third board of directors] independent directors:
Jiangnan Cai Zhao Jun, Wang Wei, Huang Xinqi January 21, 2022
