Jiangxi Sanxin Medtec Co.Ltd(300453)
Independent directors’ opinions on the 17th meeting of the 4th board of directors of the company
Independent opinions on relevant matters
Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as “the company”) the 17th meeting of the 4th board of directors was held in the company on the morning of March 15, 2022. In accordance with the provisions of relevant laws, regulations and rules, such as Shenzhen Stock Exchange gem stock listing rules, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and the articles of association, As an independent director of the company, with a serious and responsible attitude and based on independent judgment, we express the following independent opinions on the relevant matters considered at the 17th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
After review, we believe that the profit distribution plan formulated by the board of directors is in line with the actual situation of the company, takes full account of the reasonable investment return to investors, is conducive to the sustainable, stable and healthy development of the company, complies with the relevant provisions of the company law and the articles of association, and does not harm the interests of shareholders. The independent directors of the company agreed to the company’s profit distribution plan for 2021 and agreed that the board of directors would submit the above plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company’s self-evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the construction, operation and supervision of the company’s internal control system. During the reporting period, the company has established a set of sound internal control system in accordance with the requirements of relevant laws and regulations, departmental rules and normative documents, combined with the actual situation of its own operation and management, covering all business processes and operation links of the company, which has been effectively implemented and achieved the goal of the company’s internal control without major defects. The internal control mechanism conforms to the company’s business characteristics and actual management requirements, can improve the efficiency of the company’s operation and management, ensure the authenticity and integrity of financial reports and relevant information, ensure the safety of assets, and provide guarantee for the company’s legal and compliant operation. The company’s major investment, information disclosure and other aspects are strictly, fully and effectively controlled, which is in line with the actual situation of the company and effectively ensures the normal operation and management of the company.
3、 Independent opinions on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties in 2021
As an independent director of the company, we have carefully understood and verified the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties in 2021, and now express the following independent opinions:
1. During the reporting period, the company did not occupy the company’s funds in violation of regulations or in disguised form by the controlling shareholders and other related parties;
2. During the reporting period, the company did not provide guarantees or other external guarantees for controlling shareholders and other related parties.
4、 Independent opinion on the renewal of the company’s audit institution in 2022
After prior verification, we believe that Daxin Certified Public Accountants (special general partnership), as a professional audit institution, has the experience and ability to provide audit services for listed companies. Since the company hired Daxin Certified Public Accountants (special general partnership) as the audit institution of the company, it has been diligent and conscientious, adhered to a fair and objective attitude to conduct independent audit, and completed various audit work of the company. Therefore, we agree to submit the proposal of reappointment of Daxin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to the board of directors for deliberation, and submit it to the 2021 annual general meeting of shareholders of the company for deliberation after the deliberation and approval of the board of directors, At the same time, the general meeting of shareholders is requested to authorize the chairman / Vice Chairman of the company to negotiate with the audit institution to determine the audit fee and sign relevant agreements according to the business scale of the company and its subsidiaries in 2022 and the market fair and reasonable pricing principle.
5、 Independent opinions on the company’s 2022 financing plan
In 2022, the company and its subsidiaries intend to apply for loans from banks and other financial institutions and other legal ways of debt financing with a total amount of no more than 500 million yuan, which is conducive to accelerating the company’s capital turnover and improving the efficiency of capital use, without damaging the interests of the company and shareholders. Moreover, the company is in good operating condition and has good solvency, which will not bring significant financial risks to the company and damage the interests of the company, and complies with the provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange. The independent directors agreed to matters related to this financing.
6、 Independent opinions on the appointment of senior managers
1. The appointment of senior managers of the company complies with the relevant provisions of the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM and the articles of association, and the procedures are legal and effective.
2. The senior managers of the company appointed this time have met the requirements of relevant laws and regulations and the articles of association, and are not found to be prohibited from serving as senior managers of the company as stipulated in the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies and other normative documents, Comply with the relevant provisions of the company law and other laws and regulations on serving as senior managers of the company.
3. After knowing the educational background and work experience of relevant personnel, they can be competent for the responsibilities of corresponding positions of the company, which is conducive to the development of the company and does not damage the interests of the company and other shareholders.
Therefore, we unanimously agree to appoint Ms. Leng Lingli as the deputy general manager of the company.
7、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2022
We have carefully considered the proposal on the remuneration of the company’s directors, supervisors and senior managers in 2022 at the 17th meeting of the Fourth Board of directors of the company. Based on our independent judgment, we hereby express the following independent opinions:
1. The remuneration plan for 2022 proposed by the company complies with the company law, the articles of association and other relevant provisions, and takes full account of the current situation of the industry and region and the actual situation of the company. We unanimously agree to the salary plan proposed by the company.
2. The proposal on the remuneration of directors and supervisors of the company in 2022 needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on investing in the construction of R & D and production base of hemodialysis series products
We believe that the company’s investment in the R & D and production base project of hemodialysis series products is conducive to further improve the production capacity of hemodialysis series products, effectively promote the realization of economies of scale of dialysis series products, improve the comprehensive benefits of hemodialysis series products and the competitive strength of the company, and lay a foundation for the future business expansion and long-term development of the company. This investment is in line with the company’s strategic development direction and does not harm the interests of the company and all shareholders, especially minority shareholders.
(there is no text on this page, which is the signature page of the independent opinions of Jiangxi Sanxin Medtec Co.Ltd(300453) independent directors on relevant matters of the 17th meeting of the Fourth Board of directors of the company)
independent director:
Zhou Yiping, Yu Yihua, Jiang Haihong
March 15, 2022
