Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022022 By-Health Co.Ltd(300146) independent director
Independent opinions on matters related to the 15th meeting of the 5th board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the working system of independent directors of By-Health Co.Ltd(300146) (hereinafter referred to as the "company"), we, as independent directors of the company, We have carefully checked the matters considered at the 15th meeting of the 5th board of directors of the company, and now express independent opinions on the relevant matters involved in this meeting as follows:
1、 Independent opinions on the occupation of funds by the company's controlling shareholders and other related parties in 2021
After verification, there was no illegal occupation of the company's funds by the controlling shareholders and other related parties in 2021, and the occupation of funds between the company and other related parties was normal business transactions or investment transactions. 2、 Explanation and independent opinions on the external guarantee provided by the company
The proposal of the 8th board of directors of LSG Group Ltd (hereinafter referred to as the proposal on the guarantee amount not exceeding 30 million Australian dollars) was held on May 2023, and the guarantee amount of the company's subsidiaries such as life Group Ltd was not submitted to the third meeting of the board of directors, The guarantee amount can be used on a rolling basis within the guarantee period. By the end of 2021, the company had actually provided a $5 million guarantee for LSG for the period from July 19, 2021 to July 31, 2022.
The company issued the announcement on cross guarantee between wholly-owned subsidiaries on December 22, 2021, ultramix (Aust.) Pty Ltd, evolution health Pty Ltd and divico Pty Ltd are wholly-owned subsidiaries of LSG. In combination with the actual situation in Australia and the business needs of the above four companies, the four companies implement unlimited and indefinite cross guarantee, which has been reviewed and filed by ASIC without objection.
By the end of 2021, the company did not provide guarantees for controlling shareholders and other related parties, nor did it provide guarantees for other non related parties. The approval procedures for the guarantee and performance provided by the company are legal and effective, and comply with the relevant provisions of the company law, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, etc. 3、 Independent opinions on 2021 profit distribution plan
1. Reasons for cash dividends
According to the guidance of the CSRC on encouraging listed companies to pay cash dividends and giving investors stable and reasonable returns, we should better take into account the immediate and long-term interests of shareholders on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company.
2. Independent opinion
The profit distribution plan for 2021 proposed by the board of directors fully considers the development stage of the company, the actual situation of operation and the reasonable investment return of investors. The profit distribution plan complies with the 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 relevant laws and regulations, as well as the profit distribution policies stipulated in the articles of association, the shareholders' dividend return plan (20202022), and there is no damage to the interests of shareholders. All independent directors agree to the company's profit distribution plan for 2021.
4、 Independent opinions on the achievement of exercise conditions in the second exercise period of the first grant of stock options under the second stock option incentive plan in 2019
After verification, (1) the company complies with the conditions for the implementation of the equity incentive plan stipulated in the administrative measures for equity incentive of listed companies and the company's 2019 second stock option incentive plan. The company has the subject qualification for the implementation of the equity incentive plan, and there is no non exercise of rights in the regulations. (2) The exercise conditions of the second exercise period of stock options granted for the first time in this incentive plan have been met. Two incentive objects meet the exercise conditions of the second exercise period. The number of exercisable options is 54000 and the exercise price is 14.90 yuan / share. The qualification of the exercisable incentive object is legal and valid. (3) The exercise arrangement of stock options of each incentive object (including exercise period, exercise, exercise price and other matters) in this incentive plan does not violate the provisions of relevant laws and regulations. The deliberation and decision-making process of this board of directors is legal and effective, and there is no situation that damages the interests of the company and all shareholders. (4) The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects of this exercise, and this exercise does not damage the interests of the company and all shareholders.
5、 Independent opinions on canceling some stock options granted in the second phase of 2019 stock option incentive plan
Given that the original incentive object of the second phase of 2019 stock option incentive plan is no longer qualified as an incentive object due to changes in personal conditions such as resignation, the stock options granted but not exercised will be cancelled; In addition, some incentive objects whose individual performance appraisal results in 2021 are "not up to expectations", whose stock options that do not meet the exercise conditions will be cancelled. The company plans to cancel a total of 2.691 million stock options this time. The cancellation of some stock options complies with relevant laws, regulations and normative documents and the relevant provisions of the company's 2019 second stock option incentive plan, does not damage the rights and interests of the company and all shareholders, and will not have a significant impact on the company's financial status and operating results. Therefore, all independent directors of the company agree to cancel some stock options this time.
6、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After reviewing the special report on the deposit and use of raised funds in 2021 issued by the board of directors of the company and the special assurance report on the annual deposit and use of raised funds issued by Huaxing Certified Public Accountants (special general partnership), and asking relevant business personnel and internal auditors of the company, we believe that, The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete without false records, misleading statements and major omissions; Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and truthfully reflect the actual deposit and use of raised funds of the company in 2021, There are no irregularities in the deposit and use of raised funds.
Therefore, we agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinion on self-evaluation report of internal control in 2021
The company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. The company's internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented. It has played a good management and control role in all key links of the company's operation, such as procurement, production and sales, related party transactions, major investment, use of raised funds, etc., and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company's business activities and the control of business risks. Therefore, we believe that the company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
8、 Independent opinions on the company's use of idle raised funds for cash management
The company's use of idle raised funds for cash management complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM. The use of the above funds will not affect the normal development of the company's raised investment projects and is in the interests of the company and all shareholders. Therefore, we unanimously agree that the company (including subordinate enterprises) shall use the idle raised funds of no more than 210 million yuan for cash management. The investment period shall be effective within 12 months from the date of deliberation and approval by the board of directors. Within the above amount and period, the funds can be used on a rolling basis, and the investment period for purchasing a single financial product shall not exceed 12 months (inclusive).
9、 Independent opinions on the company's use of idle self owned funds for entrusted financial management
The company (including subordinate enterprises) uses idle self owned funds for entrusted financial management, which will help to improve the efficiency of fund use and fully protect the interests of shareholders on the basis of risk control. The use of the above funds will not adversely affect the company's business activities and is in the interests of the company and all shareholders. Therefore, all independent directors unanimously agree that the company (including subordinate enterprises) uses idle self owned funds for entrusted financial management within the approved limit.
10、 Independent opinions on adjusting the remuneration of some senior managers of the company
This salary adjustment is in line with the company's actual operation and future development needs, and helps to fully mobilize the enthusiasm and creativity of corresponding senior managers. We agree to the salary adjustment of some senior managers of the company.
11、 Independent opinions on the appointment of the company's audit institution in 2022
During the period of acting as the company's audit institution in 2021, Huaxing firm strictly followed the requirements of relevant laws and regulations, completed the company's audit work in 2021, and the audit report issued for the company objectively and fairly reflected the company's financial status and operating results. We agree to continue to appoint Huaxing firm as the company's audit institution in 2022, and agree to request the general meeting of shareholders to authorize the company's management to negotiate with Huaxing firm to determine the audit remuneration.
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(there is no text on this page, which is the signature page of the independent opinions of By-Health Co.Ltd(300146) independent directors on relevant matters of the 15th meeting of the 5th board of directors)
Signature of independent director:
Wang Xi, Deng Chuanyuan, Liu Jianhua
By-Health Co.Ltd(300146) March 4, 2002
