Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Opinions of independent directors on matters related to the fourth extraordinary meeting of the Fifth Board of directors in 2022
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as "the company") the fourth extraordinary meeting of the Fifth Board of directors in 2022 was held on March 4, 2022. As an independent director of the company, in accordance with the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the stock Listing Rules of Shanghai Stock Exchange The articles of association of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) company (hereinafter referred to as the "articles of association") and the working system of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) independent directors reviewed and supervised various proposals submitted to the board of directors for deliberation based on the independent, serious and prudent position, and expressed independent opinions as follows:
1、 Independent opinions on investment and establishment of holding subsidiaries and related party transactions
The proposal on investment and establishment of holding subsidiaries and related party transactions deliberated and adopted by the board of directors involves related party transactions. The convening, convening and voting procedures and methods of this meeting comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the stock listing rules of Shanghai Stock Exchange and the articles of association. The company's investment in the establishment of Guangdong Fangsheng Rongda Pharmaceutical Co., Ltd. (subject to the results approved and registered by the registration authority, hereinafter referred to as "Rongda pharmaceutical") is a decision made based on the company's development strategic plan, which is conducive to the company's promotion of R & D and innovative development of Chinese patent medicine. Therefore, the company and the related party Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. (hereinafter referred to as "Xinyuan Industrial Investment") jointly established Rongda pharmaceutical, which does not damage the interests of the company and shareholders, especially minority shareholders. In conclusion, we agree to this motion.
2、 Independent opinions on the company's compliance with the conditions for non-public offering of shares
In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance of listed companies and the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies, and in combination with the company's own business conditions, and in comparison with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, we believe that the company complies with the current laws The provisions of regulations and normative documents on non-public offering of shares by listed companies meet the conditions and qualifications of non-public offering of shares by listed companies.
3、 Independent opinions on the company's non-public offering plan and plan
The company complies with the provisions on non-public offering of shares by listed companies and has the qualifications and conditions for non-public offering of shares to specific objects. The company's issuance plan and plan comply with the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The provisions of the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents are in line with the actual situation of the company, the scheme is reasonable and feasible, and there is no situation that damages the interests of the company and other shareholders.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of shares
After reviewing the feasibility analysis report on the use of funds raised by non-public development banks in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022, we believe that the use plan of funds raised by the company's non-public offering complies with the provisions of laws, regulations and relevant policies and is feasible. After the funds raised from this non-public offering are in place and used, it is conducive to improving the company's capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company's business.
5、 Independent opinions on related party transactions involved in the company's non-public offering of shares
According to the company's non-public offering plan, the issuance object of this non-public offering is SGD industrial investment. Xinyuan Industrial investment is an enterprise controlled by Zhang Qinghua, the actual controller of the listed company. This issuance constitutes a related party transaction. This connected transaction complies with the principles of openness, fairness and impartiality. The issuing price and pricing method comply with the provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public development of shares by listed companies. The procedures for the board of directors to review this connected transaction are legal and effective and in line with relevant laws The regulations and the articles of association do not harm the interests of the company and shareholders, and will not affect the independence of listed companies. Therefore, we agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the signing of the conditional effective share subscription agreement for Hunan Fangsheng Pharmaceutical Co.Ltd(603998) non public offering shares between the company and the subscription object
The contents and signing procedures of the share subscription agreement with conditional effectiveness of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) non public offering shares signed by the company and Xinyuan Industrial Investment conform to the provisions of relevant laws, regulations, rules and other normative documents, and are in line with the interests of the company and all shareholders.
7、 Independent opinions on diluted immediate return and filling measures of non-public offering of shares and commitments of relevant subjects
After reviewing the specific measures proposed by the company to fill in the non-public offering to dilute the immediate return of listed companies, we believe that the filling measures proposed by the company can effectively reduce the dilution effect of the non-public offering on the immediate return of the company and fully protect the interests of shareholders of the company, especially minority shareholders. The commitment of directors, senior managers, controlling shareholders and actual controllers of the company to take filling measures for the diluted immediate return of non-public offering of shares is conducive to the better implementation of various filling measures, the scientific decision-making of the company, the steady development of business, and the protection of the interests of the company and small and medium-sized investors.
8、 Independent opinions on requesting the general meeting of shareholders to approve Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. from increasing its shares by offer
Before this offering, Zhang Qinghua directly and indirectly owned 39.69% of the shares of the company. Xinyuan Industrial Investment controlled by Zhang Qinghua plans to subscribe for all the shares of this non-public offering, which will trigger its obligation of tender offer.
According to the provisions of paragraph 1 (3) of Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, If the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, the relevant investor may be exempted from making an offer.
In view of the fact that this non-public offering will be conducive to the sustainable development of the company and that Xinyuan Industrial investment has promised that its subscribed shares in this offering will not be transferred within 36 months from the date of issuance, the board of directors requests the general meeting of shareholders to approve that Xinyuan Industrial investment will be exempted from increasing the shares of the company by offer, and there is no situation that will damage the legitimate rights and interests of the company and minority shareholders.
9、 Independent opinions on the shareholder return planning of the company in the next three years (20222024)
Upon review, the plan of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) on return to shareholders for the next three years (20222024) prepared by the board of directors of the company complies with the notice on matters related to the further implementation of cash dividends of listed companies issued by the China Securities Regulatory Commission, the guidance on the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, It helps to improve and improve the company's sustained and stable dividend policy and supervision mechanism, increases the transparency and operability of profit distribution decisions, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
10、 Independent opinions on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the company's non-public offering of shares
The company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of shares. The scope of authorization complies with the relevant provisions of laws and regulations, which is conducive to the company's efficient and orderly promotion of matters related to the offering and in the interests of the company. In conclusion, we believe that the convening, convening and voting procedures of the board meeting of the company to consider matters related to the non-public offering of shares comply with the provisions of relevant laws, regulations and the articles of association, the voting results are legal and effective, and there is no situation that damages the interests of the listed company and all shareholders. Matters related to the non-public offering of shares still need to be submitted to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of shares. The scope of authorization complies with the relevant provisions of laws and regulations, which is conducive to the company's efficient and orderly promotion of matters related to the offering and in the interests of the company.
11、 Independent opinions on Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan (Draft) and its abstract
1. The formulation and review process of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its summary comply with the provisions of relevant laws, regulations and normative legal documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as "administrative measures").
2. The company has the subject qualification to implement the equity incentive plan, and it is not found that the company is prohibited from implementing the equity incentive as stipulated in the management measures and other relevant laws and regulations and normative legal documents.
3. The incentive objects determined in the incentive plan (Draft) comply with the company law, securities law and other laws and regulations, normative legal documents and the provisions on job qualifications in the articles of Association; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective. 4. The contents of the incentive plan (Draft) comply with the provisions of the administrative measures and other relevant laws and regulations and normative legal documents, and the granting arrangement of restricted shares to each incentive object The arrangement for lifting the restrictions on sales (including the number of grants, the date of grant, the period of restriction on sales, the date of lifting the restrictions on sales, the conditions for lifting the restrictions on sales, the price of grant, etc.) does not violate the provisions of relevant laws and regulations and normative legal documents, and does not infringe the interests of the company and all shareholders.
5. The incentive plan (Draft) takes into account the company's historical performance, business environment, industry status, future development plan and other relevant factors when formulating the relevant indicators of lifting the sales restriction conditions, and the indicator setting is reasonable and scientific. For the incentive object, the performance goal is clear and challenging; For companies, the setting of performance indicators can promote the incentive objects to work hard and improve the performance of listed companies.
6. The company has no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance to incentive objects.
7. The company's implementation of the restricted stock incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company's incentive mechanism, fully mobilizing the enthusiasm of the company's directors, senior managers, middle-level managers of the company (including subsidiaries) and core technology (business) backbone, attracting and stabilizing excellent management talents and Technology (business) personnel, Enhance the company's core competitiveness and ensure the realization of the company's development strategy and business objectives.
8. The implementation of restricted stock incentive plan by the company is conducive to the long-term sustainable development of the company and will not damage the interests of the company and all shareholders.
9. The incentive objects of this incentive plan include directors. When the board of directors of the company deliberates the relevant proposals of this incentive plan, the related directors avoid voting, and the voting procedures comply with the relevant provisions of the company law and the articles of association.
To sum up, we unanimously agree that the company will implement the restricted stock incentive plan, and agree to submit the Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan (Draft) and its summary to the company's next extraordinary general meeting for deliberation. 12、 Independent opinions on the scientificity and rationality of the administrative measures for the implementation and assessment of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan
The appraisal indicators of the company's restricted stock incentive plan in 2022 are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company level performance indicators of the restricted stock incentive plan of the company select the growth rate of operating revenue / net profit, which helps to directly reflect the growth ability of listed companies. The performance indicators set comprehensively consider the historical performance, business environment, industry conditions, future development planning and other relevant factors, and the indicator setting is reasonable and scientific. For the incentive object, the performance goal is clear and challenging; For companies, the setting of performance indicators can promote the incentive objects to work hard and improve the performance of listed companies. The index setting not only helps the company improve its competitiveness, but also helps to increase the company's attraction to talents in the industry, and plays a positive role in promoting the construction of the company's core team.
At the same time, the setting of indicators takes into account the interests of the incentive object, the company and shareholders, and will play a positive role in promoting the future operation and development of the company; In addition to the performance appraisal at the company level, the company also sets individual performance appraisal conditions in this incentive plan, which can make a more accurate and comprehensive evaluation of the individual performance of the incentive object. According to the performance evaluation results of the incentive object in the previous year, determine whether the individual incentive object meets the conditions for lifting the sales restriction and the proportion of lifting the sales restriction.
To sum up, we agree that the performance appraisal system, methods and indicators of this restricted stock incentive plan are comprehensive, comprehensive and operable, and the appraisal indicators set in the administrative measures for the implementation and appraisal of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan are scientific and reasonable, It is binding on the incentive object and can achieve the assessment effect. We agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Liu Zhanglin, Du Shouying, Yuan Xiong
March 4, 2022
