Realcan Pharmaceutical Group Co.Ltd(002589)
Independent directors’ opinions on relevant matters of the 19th meeting of the Fourth Board of directors
Independent opinion of
As an independent director of Realcan Pharmaceutical Group Co.Ltd(002589) (hereinafter referred to as “the company”), in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the guiding opinions on the establishment of independent director system in listed companies Based on the principle of prudence and independent judgment, the independent opinions on the relevant matters considered at the 19th meeting of the Fourth Board of directors of the company are as follows:
After examination, the company acquired 38.39992% of the equity of Tianjin guohuida Health Technology Co., Ltd. (hereinafter referred to as the “target company”) and hired beiyashi Asset Appraisal Office (special general partnership) to issue the asset appraisal report of all equity value projects of shareholders of Tianjin guohuida Health Technology Co., Ltd. involved in the proposed equity acquisition of Realcan Pharmaceutical Group Co.Ltd(002589) as the transaction basis, Moreover, the acquisition and related party transactions have been approved by us in advance and submitted to the 19th meeting of the Fourth Board of directors for deliberation. The pricing is fair, in line with the company’s development strategy and the company’s long-term development interests. During the deliberation of the board of directors of the company, the connected directors avoided voting and did not exercise voting rights on behalf of other directors. This connected transaction did not violate the principles of openness, fairness and impartiality, did not affect the independence of the company’s operation, and did not damage the company and other shareholders, In particular, the behavior of the interests of minority shareholders complies with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the articles of association and so on. Therefore, we agree to acquire part of the equity of the subject company and related party transactions.
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Wu binliu Xijun Yu Jianqing
February 17, 2022
