Jiangsu Kanion Pharmaceutical Co.Ltd(600557) independent director
Independent opinions on matters related to the 14th meeting of the 7th board of directors as an independent director of Jiangsu Kanion Pharmaceutical Co.Ltd(600557) (hereinafter referred to as “the company”), in accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for independent directors of listed companies and the articles of association, We have reviewed and verified the contents of relevant matters at the 14th meeting of the seventh board of directors of the company. Based on our independent judgment, we hereby express independent opinions on relevant matters as follows:
1. Independent opinions on profit distribution plan in 2021
The independent directors of the company express the following opinions: in order to ensure the normal production and operation of the company, under the condition that the company has repurchased shares at the maximum limit of 180 million yuan in 2021, the decision of the board of directors not to distribute profits is in line with the actual situation of the company, the provisions of relevant laws and regulations and the articles of association, and the business development needs and long-term development plan of the company, There is no intentional damage to the interests of investors. We unanimously agree to the plan and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Independent opinion on re employment of Lixin Certified Public Accountants (special general partnership) as the auditor of the company’s 2022 financial report
The review procedures for the company’s renewal of the appointment of Lixin Certified Public Accountants (special general partnership) are sufficient and appropriate, and comply with the provisions of relevant laws and regulations; In addition, Lixin Certified Public Accountants (special general partnership) has scrupulously performed its duties in providing audit services for the company’s financial report in 2021, followed independent, objective and impartial professional standards, and issued various reports that objectively and truly reflected the company’s financial situation and operating results; At the same time, considering the continuity of audit, the company agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report in 2022, and agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation. 3. Independent opinion on re employment of Lixin Certified Public Accountants (special general partnership) as the company’s internal control audit institution in 2022
The review procedures for the company’s renewal of the appointment of Lixin Certified Public Accountants (special general partnership) are sufficient and appropriate, and comply with the provisions of relevant laws and regulations; In addition, in providing internal control audit services for the company in 2021, Lixin Certified Public Accountants (special general partnership) scrupulously abides by its duties, follows independent, objective and impartial professional standards, and issues various reports that objectively and truly reflect the operation of the company’s internal control; At the same time, considering the continuity of audit, the company agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s internal control audit institution in 2022, and agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation.
4. Independent opinions on daily connected transactions in 2022
The expected events of the company’s daily connected transactions in 2022 comply with the principle of seeking truth from facts. The connected transactions between the company and related parties comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The prices involved in the connected transactions are fair and just, which is conducive to the business development of the company, There is no act that damages the interests of other shareholders of the company, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Independent opinion on internal control evaluation report in 2021
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, the company has evaluated the effectiveness of internal control as of December 31, 2021 (the benchmark date of internal control evaluation report), prepared the company’s 2021 annual internal control evaluation report, and we reviewed the company’s 2021 annual internal control evaluation report, Consider that the internal control evaluation system of the company meets the relevant requirements and the actual situation of the company; The internal control systems established by the company are actively implemented; The internal control evaluation report of the company in 2021 objectively reflects the real situation of the company’s internal control, and the summary of the company’s internal control is relatively comprehensive.
6. Independent opinions on the appointment of senior managers of the company
The nomination, deliberation and voting procedures for the appointment of senior managers are legal and effective, in line with the relevant provisions of the company law and the articles of association. According to the personal resume and working ability of the senior managers appointed at the meeting, we believe that the senior managers appointed at the meeting have the conditions suitable for their exercise of their functions and powers, There is no circumstance that Article 146 of the company law may not serve as senior managers of the company, and there is no circumstance that they are punished by the CSRC and other relevant departments and the stock exchange. Therefore, we agree that the board of directors shall appoint Mr. Gao Haixin, Mr. Wang chuanlei and Mr. Pan Yu as the deputy general manager of the company, Mr. Xiao Anliang as the chief financial officer of the company to be responsible for the financial work of the company, and Mr. Qiu Hongtao as the Secretary of the board of directors of the company. The term of office shall be from the date of deliberation and approval of the board of directors to the expiration of this board of directors. 7. Special instructions and independent opinions on external guarantee
It is verified that the company has not provided any external guarantee in 2021, and there is no external guarantee that occurred in previous years and accumulated to December 31, 2021.
Independent directors: Chen Kaixian, Dong Qiang, Xu Min March 2, 2022
