Lbx Pharmacy Chain Joint Stock Company(603883) independent directors about the company
Independent opinions on relevant proposals of the 13th meeting of the Fourth Board of directors
As an independent director of Lbx Pharmacy Chain Joint Stock Company(603883) (hereinafter referred to as “the company”) in accordance with the rules for independent directors of listed companies, guidelines for the performance of duties of independent directors of listed companies, guidelines for the governance of listed companies, articles of association and other relevant provisions, Our independent opinions on the proposal on changing the implementation location of some raised investment projects and the proposal on acquiring 719643% equity of Hunan Huairen Great Health Industry Development Co., Ltd. deliberated at the 13th meeting of the Fourth Board of directors are as follows:
1. Proposal on changing the implementation location of some raised investment projects
After verification, we believe that the company’s change of the implementation location of the raised capital investment project ” Huadong Medicine Co.Ltd(000963) product sorting and processing project” is conducive to the implementation of the company’s business development plan, more effective use of the raised capital, in line with the company’s long-term interests and the use arrangement of the raised capital, and will not affect the normal progress of the raised capital investment project, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. This change has fulfilled the necessary decision-making procedures and complies with the relevant provisions of laws and regulations such as the stock listing rules of Shanghai Stock Exchange, the articles of association and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
Therefore, we agree with the company to change the implementation location of the raised capital investment project ” Huadong Medicine Co.Ltd(000963) product sorting and processing project”.
2. Proposal on acquiring 719643% equity of Hunan Huairen Great Health Industry Development Co., Ltd
We express our independent opinions on the independence of the appraisal institution of the company’s acquisition of 719643% equity of Hunan Huairen Great Health Industry Development Co., Ltd. (hereinafter referred to as “this transaction”), the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing as follows:
(1) Independence of evaluation organization
In addition to the business relationship, the appraisal institution and its handling appraiser employed in this transaction have no other related relationship with the company and the counterparty, and there are no realistic and expected interests or conflicts. The appraisal institution is independent.
(2) Evaluate the rationality of assumptions
The appraisal assumptions and premises of the appraisal report related to this transaction comply with relevant national laws and regulations, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises are reasonable.
(3) Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to provide reasonable pricing basis for the company’s transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
(4) Evaluate the fairness of pricing
The price of the underlying asset is determined based on the evaluation results of the evaluation report issued by the evaluation institution with relevant securities and futures business qualification, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence, has corresponding business qualification and competence, has sufficient reasons for the selection of appraisal methods, has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, has obtained corresponding evidence, and the appraisal pricing is fair. The appraisal parameters adopted in the appraisal report for the appraisal of the subject assets of this transaction are reasonable.
To sum up, we believe that the appraisal institution selected and employed by the company for this exchange is independent, the premise of appraisal assumptions is reasonable, the relevance between the appraisal method and the appraisal purpose is consistent, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
Independent directors: Huang Weide, Wu Lianfeng, Xie Ziqi March 6, 2022
