Lanzhou Foci Pharmaceutical Co.Ltd(002644)
Independent opinions of independent directors on matters related to the 13th meeting of the seventh board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company’s working rules for independent directors, we are the independent directors of Lanzhou Foci Pharmaceutical Co.Ltd(002644) (hereinafter referred to as the “company”), We hereby express the following independent opinions on the relevant matters considered at the 13th meeting of the seventh board of directors:
1、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the profit distribution policy complies with the company law, the articles of association and other relevant provisions, the profit distribution plan complies with the current actual situation of the company, is conducive to the sustainable, stable and healthy development of the company, takes into account the interests of the company and shareholders, and fully protects the legitimate rights and interests of small and medium-sized investors. Therefore, we agree to the 2021 profit distribution plan of the board of directors of the company and submit it to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions on internal control evaluation report in 2021
After verification, we believe that the company’s existing internal control system meets the requirements of national laws and regulations and the actual needs of the company’s production and operation. The internal control measures have played a good role in the company’s operation and management. The company’s 2021 internal control evaluation report objectively reflects the current situation and operation of the company’s internal control.
3、 Independent opinions on the correction of accounting errors in the previous period
After verification, we believe that the correction of the company’s previous accounting errors complies with the relevant provisions of the accounting standards for business enterprises, the accounting treatment methods are appropriate, the procedures are legal and compliant, the corrected financial data can more objectively, truly, accurately and fairly reflect the company’s operating results, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and voting procedures of the board of directors on the correction of accounting errors comply with the provisions of laws, regulations, the articles of association and other relevant systems. To sum up, we agree with the correction and retroactive adjustment of accounting errors.
4、 Independent opinions on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022
After verification, we believe that the daily related party transactions between the company and related parties in 2021 and the planned daily related party transactions in 2022 are based on the needs of the company’s normal production and operation. The prices of related party transactions are fair and reasonable, reflect the open, fair and just market-oriented principles, comply with the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders, Nor does it affect the independence of the company. The deliberation and decision-making procedures of the company’s connected transactions comply with the relevant provisions of the company law, the securities law and the articles of association, and it is agreed to submit this proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee in 2021
After verification, we believe that in 2021, the company did not occupy the company’s funds by the controlling shareholders and other related parties, nor did the company provide guarantees for the controlling shareholders and other related parties, any unincorporated units or individuals.
(there is no text on this page, which is the signature page of Lanzhou Foci Pharmaceutical Co.Ltd(002644) independent directors’ independent opinions on relevant matters of the 13th meeting of the seventh board of directors)
Liu Zhijun, long Fengming, Zhao Xinmin
March 15, 2022
