Hvsen Biotechnology Co.Ltd(300871)
Report of independent directors on the 23rd Meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, administrative regulations and normative documents, as well as the relevant provisions of the articles of association and the working system of independent directors, As an independent director of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company”), after reviewing relevant documents and materials and based on independent and objective judgment, we have carefully checked the relevant proposals of the 23rd Meeting of the second board of directors of the company, and now express the following independent opinions:
1、 Independent opinions on capital occupation and external guarantee of the company’s controlling shareholders, actual controllers and other related parties in 2021
We have checked the capital occupation and external guarantee of the company’s controlling shareholders, actual controllers and other related parties. Based on objective and independent judgment, we hereby express the following opinions:
1. As of December 31, 2021, the company has no controlling shareholders, actual controllers and their related parties occupying the company’s funds; The company also does not have the controlling shareholders, actual controllers and other related parties occupying the company’s funds in previous years and accumulated to December 31, 2021.
2. As of December 31, 2021, the actual external guarantee balance of the company and its subsidiaries was 1220366 million yuan, which were all guarantees provided by the company for bank credit of wholly-owned subsidiaries, accounting for 7.54% of the audited net assets of the company in 2021. The above guarantee contents and decision-making procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no damage to the interests of the company and shareholders. In addition to the above guarantees, the company has no other guarantees, and there is no illegal guarantee.
We believe that during the reporting period, the company strictly controlled the capital occupation and external guarantee risks of related parties, safeguarded the interests of investors and met relevant regulations and requirements.
2、 Independent opinions on the company’s profit distribution plan in 2021
The guidelines of Shenzhen Stock Exchange on the distribution of profits of listed companies and the regulations of Shenzhen Stock Exchange No. 2023 on the distribution of profits of Listed Companies in the current year are in line with the provisions of the Shenzhen Stock Exchange – Guidelines on the regulation of the distribution of profits of listed companies and the regulations of Shenzhen stock exchange No. 2023 on the distribution of profits of listed companies The profitability and financial status match the operating performance and scale of the company; Fully consider the reasonable demands of the majority of investors, which is conducive to all shareholders to share the operating results of the company’s development and enhance shareholders’ confidence; It is conducive to the sustained, stable and healthy development of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to this profit distribution plan and agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinion on self evaluation report on internal control in 2021
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, the board of directors reviewed and evaluated the effectiveness of the company’s internal control and issued a self-evaluation report on internal control. Our independent opinions on the report are as follows:
The company has established a relatively perfect internal control system, with sound internal control organization and perfect system. All businesses are implemented in strict accordance with relevant systems and processes, which has played a good role in controlling and preventing all links of the company’s operation and management, providing guarantee for the healthy operation of all businesses and business risk control of the company, which is in line with the actual situation of the company. Therefore, we believe that the self-evaluation report on internal control in 2021 issued by the company can truly and objectively reflect the actual situation of the construction of the company’s internal control system and the implementation of the internal control system during the reporting period, and there are no false records, misleading statements or major omissions, which is in line with the actual situation of the company’s internal control.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The contents of the report are true, accurate and complete, without false records, misleading statements and major omissions, and truthfully reflect the deposit and use of the company’s raised funds in 2021, There are no irregularities in the deposit and use of raised funds.
5、 Independent opinions on the settlement of some projects invested by raising shares in the initial public offering and the permanent replenishment of working capital with the surplus raised funds
The company’s initial public offering and investment projects “Xingou base – powder / powder / premix automatic production base construction project”, “Xingou base – R & D and quality inspection center construction project” and “production base construction project with an annual output of 160 tons of tylosin fermentation” are concluded, and the surplus raised funds are permanently supplemented with working capital, which is conducive to improving the use efficiency of raised funds, Reduce financial expenses and ensure the steady development of the company’s production and operation. The relevant decision-making procedures for the settlement of the above raised investment projects and the permanent supplement of the surplus raised funds to the working capital comply with the laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The provisions of administrative regulations and normative documents do not damage the legitimate interests of the company and all shareholders. Therefore, we unanimously agree to close the above raised investment projects and permanently supplement the working capital with the surplus raised funds, which will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 Independent opinions on the remuneration of the company’s directors in 2021 and the remuneration scheme in 2022
The company’s 2022 directors’ compensation plan is formulated by comprehensively considering the actual operation of the company and referring to the salary level of the industry and region, which is conducive to mobilizing the work enthusiasm of relevant personnel and promoting the sustainable development of the company. The deliberation procedures and contents of this matter comply with the provisions of laws, administrative regulations, the articles of association and the working rules of the remuneration and assessment committee of the board of directors, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree on the remuneration scheme and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the remuneration of the company’s senior managers in 2021 and the remuneration scheme in 2022. The remuneration scheme for the company’s senior managers in 2022 is formulated by comprehensively considering the actual operation of the company and referring to the remuneration level and job contribution of the industry and region, which is conducive to mobilizing the work enthusiasm of the company’s senior managers, Promote the sustainable development of the company.
The deliberation procedures and contents of this matter comply with the provisions of laws, administrative regulations, the articles of association and the working rules of the remuneration and assessment committee of the board of directors, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree to the compensation scheme.
8、 The independent opinions on the repurchase and cancellation of some equity incentive restricted shares that have been granted but have not been lifted have been verified, We believe that this repurchase and cancellation of some restricted shares complies with the relevant provisions of the administrative measures for equity incentive of listed companies, the company’s 2021 restricted stock incentive plan (Draft) and the administrative measures for the implementation and assessment of 2021 restricted stock incentive plan, and does not damage the rights and interests of the company and all shareholders, It will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team.
Therefore, we unanimously agree to cancel part of the equity incentive restricted shares granted but not lifted in this repurchase, and submit the matter to the 2021 annual general meeting for deliberation.
9、 Independent opinions on the signing of engineering project contracts between wholly-owned subsidiaries of the company and related parties
After deliberation, the purpose of the related party transaction between the company’s subsidiaries and related parties is to make the construction of the raised investment project “tylosin project with an annual output of 1000 tons” smoothly implemented. The related party transaction complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of Association, the related party transaction management system and so on, and the pricing policy and basis are fair and reasonable. This connected transaction does not damage the interests of the company and all shareholders, especially the unrelated shareholders, and will not affect the company’s financial status, sustainable operation ability and independence, nor will it rely on or be controlled by the related parties.
Therefore, we unanimously agree on this related party transaction.
10、 Independent opinions on adjusting the amount and period of cash management with idle self owned funds
It is conducive to the adjustment of the amount of idle cash and the use efficiency of the company’s own funds, which is conducive to the management of the company’s own interests and improve the use efficiency of all shareholders. We agree that the company will adjust the amount of cash management with idle self owned funds from RMB 200 million to RMB 300 million, and timely purchase safe, liquid and short-term investment and wealth management products issued by financial institutions, or carry out time deposits, structured deposits, call deposits and other products, The validity period of the quota is valid within 12 months from the date of deliberation and approval by the board of directors, and the funds can be used on a rolling basis.
Hvsen Biotechnology Co.Ltd(300871) independent director: Xie Huobao Zeng Zhenling March 11, 2022
