Guangdong Jiaying Pharmaceutical Co.Ltd(002198) independent directors
Independent opinions on matters related to the third meeting of the sixth board of directors
Guangdong Jiaying Pharmaceutical Co.Ltd(002198) (hereinafter referred to as “the company”) held the third meeting of the sixth board of directors on March 10, 2022. The independent directors Xu Chi, Guo Huaping and Zhang fuming of the company expressed the following independent opinions on relevant matters.
1、 Special instructions and independent opinions on fund transactions and external guarantees of related parties
As an independent director of the company, we have carefully checked the capital transactions and external guarantees of the company’s related parties in 2021 with a rigorous and realistic attitude in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC and the requirements of the articles of association, The verification is described as follows:
(I) special instructions and independent opinions on the capital transactions of related parties
The controlling shareholders and other related parties of the company do not occupy the company’s funds, nor do they occupy funds by illegal related parties that occurred in previous years and accumulated to December 31, 2021.
(II) special instructions and independent opinions on the company’s accumulated and current external guarantees
1. During the reporting period, the company has no external guarantee;
2. As of December 31, 2021, the company has not provided guarantees for the controlling shareholders and other related parties holding less than 50% of the company, any unincorporated units or individuals, nor has it provided external guarantees in violation of regulations.
3. The company has formulated the external guarantee management system, which stipulates the approval authority, decision-making procedures and relevant risk control measures of external guarantee, and implemented them in strict accordance with the above systems, so as to better control the risk of external guarantee, avoid illegal guarantee behavior and ensure the safety of the company’s assets.
2、 Independent opinions on related party transactions in 2021
After verification, the company has no related party transactions during the reporting period.
3、 Independent opinions on the company’s profit distribution plan in 2021
In accordance with the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3), the articles of association and the company’s shareholder return plan for the next three years (20212023), etc, After careful review of the company’s annual report and audit report, we believe that:
The fact that the company will not pay cash dividends in 2021 fully considers the specific situation of the company’s business development and capital needs, proceeds from the long-term interests of the company and shareholders, conforms to the relevant provisions of laws and regulations, conforms to the actual situation of the company, and does not harm the interests of minority shareholders. We agree with the profit distribution plan formulated by the board of directors of the company.
4、 Independent opinions on the company’s self evaluation report on internal control in 2021
In accordance with the company law, the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant provisions of the CSRC, our opinions on the self-evaluation report on internal control in 2021 are as follows:
In accordance with the basic norms of enterprise internal control, the company has established an internal control system related to financial reporting and information disclosure. The implementation of relevant internal control in 2021 is effective. After review, we believe that the evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
5、 Independent opinions on the company’s plan to continue to hire an accounting firm
It is verified that ZTE has the practicing qualification of securities and futures related businesses approved by the CSRC, and has the experience of providing audit services for listed companies and sufficient independence, professional competence and investor protection ability. Since being employed as the company’s external audit institution, the company has adhered to the independent audit standards, diligently fulfilled the responsibilities and obligations stipulated by both parties, and the audit report issued for the company objectively and fairly reflected the company’s financial status and operating results. The procedures for the company to renew the appointment of zhongxinghua Institute comply with the relevant provisions of relevant laws and regulations, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree to the company’s proposal to renew the appointment of zhongxinghua as the company’s audit institution in 2022, and agree to submit this proposal to the company’s general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of Guangdong Jiaying Pharmaceutical Co.Ltd(002198) “independent opinions of independent directors on matters related to the third meeting of the sixth board of directors”)
Guo Huaping, Xu Chi, Zhang fuming——
March 10, 2022
