China National Medicines Corporation Ltd(600511) independent directors’ contribution to the 7th board of directors of the company
Independent opinions on relevant proposals of the 37th meeting
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, the articles of association and relevant provisions of various special documents, as independent directors of China National Medicines Corporation Ltd(600511) , we are in a serious and responsible attitude, seeking truth from facts and based on independent judgment, Express the following independent opinions on the relevant proposals considered at the 37th meeting of the seventh board of directors of the company:
1、 Independent opinion on the company’s 2021 annual audit report
We believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) can fulfill its responsibilities in the process of the company’s financial audit in 2021, timely communicate with independent directors and the Audit Committee on matters related to the annual audit, and ensure that the audit results are true and accurate and the overall quality of the audit report issued is in compliance.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
According to the requirements of relevant laws and regulations such as the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control, the company has self evaluated the construction of internal control system as of December 31, 2021, and prepared the self-evaluation report of the company’s internal control in 2021. We believe that the construction of the company’s internal control system meets the relevant requirements and the company’s reality, the company’s internal control system has been implemented in the process of production and operation, and the company’s 2021 internal control evaluation report truly and comprehensively reflects the establishment and improvement of the company’s internal control system.
3、 Independent opinions on the company’s profit distribution plan in 2021
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), in China National Medicines Corporation Ltd(600511) 2021, the net profit attributable to the owner of the parent company was 175408421880 yuan (as of December 31, 2021, the cumulative amount of the company’s statutory surplus reserve had reached more than 50% of the registered capital, so it was no longer withdrawn), and the distributable profit attributable to the parent company was 175408421880 yuan this year, According to the needs of the company’s operation and development and the provisions of the articles of association, the distribution plan proposed by the company is: Based on the total share capital of 754502998 shares on December 31, 2021, the company will distribute cash dividends of 7.0 yuan (including tax) for every 10 shares, with a total of 52815209860 yuan. The remaining undistributed profits will be carried forward to the following years.
We believe that the company’s profit distribution plan for 2021 is in line with the actual situation of the company. According to its own business development needs, in line with the provisions of the articles of association and taking into account the interests of shareholders, the company unanimously agrees to the distribution plan.
4、 Independent opinions on the company’s daily connected transactions
We have carefully reviewed the actual daily related party transactions of the company in 2021 and the expected daily related party transactions in 2022. We believe that the daily related party transactions of the company are caused by the business model, the transaction amount is reasonably estimated according to the transaction situation of previous years, and the transaction price is determined according to the market-oriented principle on the basis of the government’s price policy, It is basically consistent with the transaction price of the company and other non affiliated enterprises, which reflects fairness and protects the interests of all shareholders. The voting procedure of the 37th meeting of the seventh board of directors on related party transactions was legal, and the related directors of the company avoided voting on related party matters, which was in line with the provisions of relevant laws, regulations and the articles of association.
5、 Independent opinions on the company’s plan to issue internal loans for wholly-owned subsidiaries and holding subsidiaries in 2022
We believe that we plan to issue internal loans (including but not limited to entrusted loans) for the wholly-owned subsidiaries Sinopharm holdings Beijing Co., Ltd., Sinopharm holdings Beijing Kangchen biomedical Co., Ltd., and the holding subsidiaries Sinopharm holdings Beijing Huahong Co., Ltd., Sinopharm holdings Lanzhou Shengyuan Pharmaceutical Co., Ltd. and Sinopharm Group Beijing Medical Technology Co., Ltd, It can meet the capital needs of the business development of the five subsidiaries, help to save financial costs, reduce financial expenses, help the subsidiaries carry out daily business, and protect the interests of the company. Moreover, this internal loan will not affect the normal operation and relevant investment of the company, nor will it affect the interests of minority shareholders and investors. The proposal complies with the provisions of relevant laws and regulations, and the voting procedure is legal, so we unanimously agree to the proposal.
6、 Independent opinions on the company’s plan to issue internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. in 2022
We believe that the issuance of internal loans and related party transactions is conducive to saving financial costs and reducing financial costs, which is in line with the principles of openness, fairness and impartiality; When the board of directors of the company deliberates relevant proposals, the related directors withdraw from voting, which complies with the provisions of relevant laws and regulations and the articles of Association; The implementation of this matter is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. 7、 Independent opinions on the company’s plan to provide comprehensive credit guarantee for wholly-owned subsidiaries in 2022
On March 16, 2022, the company held the 37th meeting of the seventh board of directors, which deliberated and approved the proposal of the company on providing comprehensive credit guarantee for Sinopharm Airport (Beijing) International Trade Co., Ltd., a wholly-owned subsidiary in 2022. The guarantee is determined by the board of directors on the basis of reasonable prediction of the production and operation needs, cash flow and investment needs of the company’s wholly-owned subsidiaries according to the company’s financial status and existing guarantee conditions. It is in line with the overall interests of the company and the guarantee risk is within the controllable range of the company.
8、 Independent opinions on the plan to continue to use some idle raised funds to supplement working capital temporarily
The company plans to continue to use idle raised funds to supplement working capital temporarily, which will not affect the normal progress of the company’s fund-raising plan, and there is no behavior of changing the purpose of raised funds in a disguised form. The company’s use of idle raised funds to supplement working capital has fulfilled the necessary decision-making procedures, and complies with 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), the stock listing rules of Shanghai Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation. This proposal is conducive to improving the use efficiency of raised funds, reducing the company’s financial expenses and safeguarding the interests of all shareholders of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. In conclusion, we agree to use some idle raised funds to temporarily supplement working capital.
9、 Independent opinions on the use of raised funds
As an independent director of the company, we checked the relevant drafts and carefully reviewed the special report on raised funds issued by accountants and financial consultants, It is believed that the special report on the deposit and actual use of the company’s raised funds in 2021 has been true, accurate and complete in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the guidelines for the self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation Timely disclosed the deposit and actual use of the company’s raised funds. There was no violation of the management of raised funds in 2021.
10、 Independent opinions on the company’s renewal of the accounting firm in 2022
Ernst & Young Huaming Certified Public Accountants (special general partnership) followed the independent, objective and fair practice standards, diligently carried out the audit work, and implemented the audit work process more comprehensively, carefully and rigorously during the audit in 2021. We believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) has the corresponding business qualification, professional ethics and performance ability, long-term cooperation with the company, familiar with the company’s situation, timely and effective communication with the audit committee of the board of directors, independent directors and management, solid basic audit work and objective and It truly reflects the company’s financial situation, operating results and internal control, and can meet the requirements of the company’s financial report and internal control audit. We agree that the company will continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the company’s 2022 financial report, and submit it to the company’s 2021 annual general meeting for deliberation.
11、 Independent opinions on the amendment of some articles of association of the company
We have carefully considered the proposal to amend some provisions of the articles of association. This revision intends to change article 13 of Chapter II of the articles of association, that is, to add “sales of experimental and analytical instruments, plastic products, sales of chemical products (excluding dangerous goods)” and “supply chain management services” to the business scope. The revision is in line with the company’s business development needs. The voting procedure of the board of directors on this matter complies with the provisions of relevant laws, regulations and the articles of association, and does not harm the interests of the company and shareholders. Agree to the amendment of some articles of the articles of association.
12、 Independent opinions on the general election of the board of directors of the company
We have carefully reviewed the relevant materials of each director candidate and investigated relevant departments and personnel of the company on relevant issues. Now we express the following opinions on the change of the board of directors of the company:
The nomination procedure of the eighth board of directors of the company complies with the relevant provisions of the company law and the articles of association. The qualification of each director candidate meets the conditions for serving as a director and independent director of a listed company. There is no situation that he is not allowed to serve as a director of the company as stipulated in the company law, and he is determined as a market prohibited person by the CSRC and the prohibition has not been lifted.
We unanimously agree to nominate Mr. Jiang Xiuchang, Mr. Liu Yong, Mr. Lian Wanyong, Ms. Li Xiaojuan, Mr. Wen Deyong, Ms. Jiang Xin and Mr. Tian Guotao as candidates for non independent directors of the eighth board of directors of the company, and Mr. Yu Xingxi, Mr. Shi Luwen, Mr. Chen Mingyu and Mr. Liu Shen as candidates for independent directors of the eighth board of directors of the company. (no text below)
(there is no text on this page, which is the signature page of China National Medicines Corporation Ltd(600511) independent director’s independent opinions on relevant proposals of the 37th meeting of the seventh board of directors of the company)
Signature of independent director:
Zhang Lianqi, Ren Peng
Sheng leiming, Liu Fengzhen
China National Medicines Corporation Ltd(600511) March 16, 2022
