Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Independent directors’ comments on the 16th meeting of the first board of directors
Independent opinions on relevant matters
（1） Independent opinion on the proposal on renewing the employment of the company’s audit institutions and internal control audit institutions in 2022 and determining their remuneration
The independent directors reviewed the proposal on renewing the employment of the company’s audit institutions and internal control audit institutions in 2022 and determining their remuneration, and expressed the following opinions:
Dahua Certified Public Accountants (special general partnership) has professional qualifications in Securities and futures related businesses, experience and ability to provide audit services for listed companies, and can meet the work needs of the company’s 2022 financial report audit. The decision-making process of the company’s reappointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 complies with the provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the articles of association, and there is no situation that damages the interests of the company and all shareholders. In conclusion, we agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. （2） Independent opinions on the proposal on the remuneration scheme of the company’s directors
The independent directors reviewed the proposal on the remuneration scheme of the company’s directors and expressed the following opinions:
As an independent director of the company, the remuneration plan of the company’s directors complies with the provisions of laws and regulations and the articles of association, which is conducive to encouraging directors to improve work efficiency and enthusiasm, and there is no damage to the interests of the company and shareholders. It is agreed to submit the proposal to the general meeting of shareholders for deliberation. （3） Independent opinions on the proposal on the remuneration scheme of senior managers of the company
The independent directors reviewed the proposal on the remuneration scheme of the company’s senior managers and expressed the following opinions: according to the requirements of the rules for independent directors of listed companies, the articles of association and other relevant provisions, as an independent director of the company, the remuneration scheme of the company’s senior managers is conducive to encouraging senior managers to abide by their duties and in line with the company’s long-term development strategy, There is no situation that damages the interests of the company and shareholders.
（4） Independent opinions on the proposal on the confirmation of related party transactions of the company in 2021 and the prediction of daily related party transactions in 2022
According to the requirements of the rules for independent directors of listed companies, the Listing Rules for shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant provisions, the related party transactions of the company in 2021 meet the needs of the company’s production and operation. Based on the market principle of voluntariness, equivalence and compensation, the transaction price is market-oriented and does not harm the interests of the company and its shareholders.
The company’s prediction of related party transactions in 2022 is in line with the needs of normal business development, the pricing is in line with the market-oriented principle, in line with the interests of the company and all shareholders, has no impact on the independence of the company, does not damage the interests of the company and shareholders, and no transfer of interests through related party transactions is found. The voting procedure of the board of directors of the company on the proposal complies with the provisions of relevant laws and regulations, normative documents and the articles of association. （5） Independent opinions on the proposal on the company’s profit distribution plan in 2021
In order to realize the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the board of directors formulates the following profit distribution plan by comprehensively considering the influence of industry characteristics, development stage, its own business model, profitability and other factors: the company plans to distribute cash dividends of 2.65 yuan (including tax) to all shareholders for every 10 shares, We believe that the profit distribution plan is in line with the actual operation and financial situation of the company and does not violate the relevant provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other laws, regulations and the articles of association. （6） Independent opinions on the proposal on applying for comprehensive credit line and related guarantee from banks
(1) The company applies to the bank for a comprehensive credit line of no more than RMB 700 million, which is necessary for the company’s operation and development. It can ensure the normal development of financing business in the company’s business activities, simplify the approval procedures, improve the operation efficiency, and will not have an adverse impact on the company’s production and operation. We unanimously agree that the company applies to the bank for a comprehensive credit line.
(2) The related parties provide joint and several liability guarantee for the company’s application for credit line from the bank without charging any guarantee fee, and the company does not need to provide counter guarantee to it, which reflects the support of the company’s controlling shareholders, actual controllers and shareholders to the company, is in line with the interests of the company and all shareholders, and will not have an adverse impact on the production and operation of the company, It does not damage the legitimate rights and interests of the company and its shareholders. We agree that the company’s related parties provide free guarantee for the company’s application for comprehensive credit line.
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(there is no text on this page, only the signature page of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) independent director’s independent opinions on matters related to the 16th meeting of the first board of directors) independent director: Hu Xuefeng (signature)
February 25, 2022 (there is no text on this page, only the signature page of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) independent director’s independent opinions on matters related to the 16th meeting of the first board of directors)
February 25, 2022 (there is no text on this page, only the signature page of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) independent directors’ independent opinions on matters related to the 16th meeting of the first board of directors) independent director: he zhuangkun (signature):
February 25, 2022
