Independent directors’ comments on the 13th meeting of the first board of directors of the company
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies (announcement [2022] No. 14 of China Securities Regulatory Commission), the Listing Rules of GEM stocks on Shenzhen Stock Exchange (revised in December 2020), and the self regulatory guidelines for listed companies on Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies (revised in 2022) (SZS [2022] No. 14) and the Sino Biological Inc(301047) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions. As independent directors of Sino Biological Inc(301047) (hereinafter referred to as the “company”), we, based on the principle of prudence and objectivity and the position of independent judgment, reviewed the relevant proposals considered at the 13th meeting of the first board of directors After knowing the relevant situation, make the following independent opinions:
1、 Independent opinions on the proposal on the self-evaluation report of the company’s internal control in 2021
We believe that the company’s self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system. According to its own business characteristics, the company has established a relatively sound internal control system and has been effectively implemented, which can meet the needs of enterprise operation and management, ensure the orderly development of the company’s business activities, and ensure the full implementation of the company’s strategic planning and business objectives. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the occupation of the company’s funds and external guarantees by controlling shareholders and other related parties
In accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission) of the CSRC, the funds occupied by related parties and external guarantees of the company during the reporting period were verified. Based on our independent judgment, We hereby make a special explanation on the relevant situation and give independent opinions as follows:
1. As of December 31, 2021, the capital transactions between the company and the controlling shareholders and other related parties have strictly complied with the relevant regulations. There is no illegal occupation of the company’s funds by the controlling shareholders and other related parties of the company, and there is no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021. In accordance with the requirements of the CSRC, we have carefully compared the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of the China Securities Regulatory Commission), and believe that the company has seriously implemented the relevant provisions of the notice and has not violated the notice.
2. In 2021, the company had no external guarantee, no illegal guarantee, and no illegal guarantee accumulated from previous years to December 31, 2021. In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission) and the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), the company has clearly stipulated the board of directors The general meeting of shareholders has the authority to approve the guarantee matters, and formulated the external guarantee management system, which clearly stipulates the approval process of the company and its holding subsidiaries’ external guarantee business, standardizes the company’s external guarantee behavior, and effectively controls the company’s external guarantee risk.
As an independent director of the company, we have carefully compared the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission) and the articles of association, and believe that the company has implemented the above relevant provisions and the requirements of the articles of association, Without harming the interests of the company and shareholders, we agree to the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on the special report on the deposit and use of the company’s raised funds in 2021
After review: we believe that the special report on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The company’s special report on the deposit and use of raised funds in 2021 complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (revised in 2022), and truthfully reflects the actual deposit and use of raised funds in 2021, There are no irregularities in the deposit and use of raised funds. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on the company’s profit distribution and plan for converting capital reserve into share capital in 2021
The board of directors of the company formulates the plan for profit distribution and capital reserve converted into share capital in 2021. Based on the company’s sustained and stable profitability, good financial condition and good expectations for future development, taking into account the company’s sufficient capital reserve, combined with the company’s development strategy, development stage and relatively small share capital scale, in order to optimize the company’s share capital structure Enhance stock liquidity, fully consider the interests and reasonable demands of small and medium-sized investors, take into account the return of shareholders and the development of the company, and make appropriate decisions under the condition of ensuring the healthy and sustainable development of the company, There is no violation of the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association, which does not harm the interests of the company’s shareholders, especially the minority shareholders, and is conducive to the normal operation and sustainable development of the company. We agree to the plan for profit distribution and conversion of capital reserve into share capital, and agree to submit it to the general meeting of shareholders of the company for deliberation and approval before implementation.
5、 Independent opinions on the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
According to the review, the daily connected transactions of the company in 2021 and 2022 are expected to be required by the company’s normal production and operation activities. The transaction pricing is reasonable and fair, and the principles of equality, voluntariness, equivalence and compensation are strictly followed. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company, Nor will it affect the company’s ability to continue as a going concern.
When the board of directors of the company voted on the above connected transactions, the connected directors withdrew according to law, and the voting procedures for connected transactions were legal and effective, in line with relevant laws and regulations and the articles of association. In view of the above reasons, we unanimously recognize the actual implementation of the company’s daily related party transactions in 2021 and agree to implement the expected daily related party transactions in 2022.
6、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
We believe that Zhitong Certified Public Accountants (special general partnership) was responsible, diligent, familiar with the company’s business, audited the company’s financial situation in strict accordance with the relevant provisions of current laws and regulations, showed a high professional level, and gave positive suggestions and help to the company’s standardized operation and relevant management work.
Zhitong Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, and is in good faith. The renewal of Zhitong Certified Public Accountants (special general partnership) can ensure the quality of the company’s audit work and protect the interests of the company and other shareholders, especially the interests of minority shareholders. In order to maintain the continuity of audit work, we agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
In conclusion, we agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the remuneration of directors, supervisors and senior managers of the company in 2022
We believe that the proposal takes into account fairness and incentive, fully considers the company’s operation and industry salary level, conforms to the company’s development stage, can fully mobilize the work enthusiasm of the company’s directors, supervisors and senior managers, is conducive to the stable operation and development of the company, and does not damage the interests of the company and all shareholders, especially the majority of minority shareholders. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. independent director:
Yu Changyuan, Yin Shizhou, pan Weijiang
Time: February 25, 2022
