Livzon Pharmaceutical Group Inc(000513)
Prior approval and independent opinions of independent directors on matters considered at the 27th meeting of the 10th board of directors of the company
As an independent director of Livzon Pharmaceutical Group Inc(000513) (hereinafter referred to as the “company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the relevant provisions of Livzon Pharmaceutical Group Inc(000513) articles of association, we uphold the principle of seeking truth from facts and On the principle of objectivity and impartiality, through reviewing relevant materials and based on independent judgment, the company conducted a pre event review on the matters considered at the 27th meeting of the 10th board of directors, and expressed the following independent opinions:
1、 Prior approval opinion
The daily connected transactions with the controlling shareholder Joincare Pharmaceutical Group Industry Co.Ltd(600380) and its subsidiaries and other related parties in 2022 and the continuous connected transactions with lizumab in 2022 are all to meet the needs of the company’s operation and development. All independent directors have conducted a prior review of the framework agreement to be signed for the above connected / connected transactions. The pricing and terms agreed in the agreement are fair and there is no damage to the interests of the company and its shareholders, especially minority shareholders. We unanimously agree to submit the above proposal to the board of directors of the company for deliberation.
2、 Independent opinion
1. Independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
The company’s daily connected transactions with the controlling shareholder Joincare Pharmaceutical Group Industry Co.Ltd(600380) and its subsidiaries and other related parties in 2022 will be conducted in accordance with the principle of “voluntariness, fairness and mutual benefit”. The price of connected transactions will be determined through consultation with reference to market pricing, which is a fair and reasonable pricing method, and the transaction meets the production and operation needs of the company.
The company’s daily connected transactions comply with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, and there is no damage to the interests of the company, other non connected shareholders and minority shareholders.
To sum up, we believe that the company’s daily connected transaction forecast in 2022 is based on the actual business needs of the company and does not violate relevant laws, regulations and the company’s connected transaction system. We agree to submit the above daily connected transactions to the board of directors of the company for deliberation, and agree that the company will implement the daily connected transactions in 2022 as required after completing the necessary approval procedures.
2. Independent opinions on the proposal on the prediction of continuous connected transactions between the company and lizumab in 2022
The continuous connected transaction between the company and lizumab in 2022 will be conducted in accordance with the principle of “voluntariness, fairness and mutual benefit”. The price of connected transaction will be determined by reference to market pricing negotiation. The pricing method is fair and reasonable, and the transaction meets the needs of production and operation.
The decision-making procedures related to continuous connected transactions comply with the provisions of laws and regulations such as the rules for the listing of securities on the stock exchange of Hong Kong Limited, and there is no damage to the interests of the company, other non affiliated shareholders and minority shareholders. To sum up, we agree to submit the above-mentioned continuous connected transactions to the board of directors for deliberation, and agree that the company will implement the above-mentioned continuous connected transactions according to actual needs after completing the necessary approval procedures.
Livzon Pharmaceutical Group Inc(000513) independent directors: Bai Hua, Tian Qiusheng, Huang Jinhua, Luo Huiyuan and Cui Lijie December 30, 2021
