Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) independent director
About the 19th meeting of the 8th board of directors of the company
Independent opinions on relevant matters
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (“the company” or “the company”) convened the 19th meeting of the 8th board of directors on March 18, 2022.
In accordance with the relevant provisions of laws and regulations such as the guiding opinions on the establishment of independent director system in listed companies and the guidelines for the governance of listed companies, as an independent director of the company, after carefully reviewing the relevant materials on the matters considered at the 19th meeting of the eighth board of directors of the company and the full discussion and analysis of all independent directors, based on the position of independent judgment, I hereby express the following opinions:
1、 About the profit distribution and dividend distribution plan of the company in 2021
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
This cash dividend scheme balances the company’s current capital demand and future development investment, shareholders’ short-term cash dividend return and medium and long-term return, reflects the company’s reasonable return to investors, takes into account the reasonable needs of the company’s operation and development, and does not damage the interests of the company and small and medium-sized investors, It complies with the requirements of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association. It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Report on internal control evaluation of the company in 2021
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
Under the internal control system of the company and its subsidiaries in 2021, we believe that the internal control system of the company is healthy and effective, and we can track the internal control activities of the company and its subsidiaries in 2021. The company’s existing internal control system complies with the provisions of relevant laws and regulations and regulatory requirements, and basically maintains effective internal control related to the company’s business and management in all major aspects, without major defects. The report comprehensively, truly and accurately reflects the actual situation of the establishment, implementation, inspection and supervision of the company’s internal control system, and there are no false records, misleading statements or major omissions. Agree to the Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) 2021 annual internal control evaluation report.
3、 Proposal on the remuneration of directors of the company in 2022
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
The 2022 directors’ remuneration plan of the company is formulated based on the actual operation of the company and the remuneration level of the industry in which the company is located. It complies with the provisions of relevant laws, regulations, articles of association and relevant systems of the company. There is no damage to the interests of the company and shareholders. It is agreed to submit it to the general meeting of shareholders for deliberation.
4、 Proposal on the company’s holding subsidiary Guangzhou Pharmaceutical Co., Ltd. applying to the bank for comprehensive credit line and providing guarantee for the bank’s comprehensive credit line of some wholly-owned subsidiaries
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
Guangzhou Pharmaceutical Co., Ltd., the holding subsidiary of the company, applied to the bank for comprehensive credit line and provided guarantee for the bank comprehensive credit line of some wholly-owned subsidiaries in order to meet the capital needs of the development of subordinate enterprises, fulfilled legal procedures, embodied the principles of integrity, fairness and justice, and did not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
5、 Special report on the deposit and actual use of raised funds in 2021
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
The deposit and actual use of the company’s raised funds comply with relevant regulations, follow the principles of fairness, impartiality and openness, and will not damage the interests of the company and minority shareholders.
6、 Proposal on purchasing liability insurance for directors, supervisors and senior managers
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
The company’s purchase of liability insurance for directors, supervisors and senior managers this time will help to further improve the company’s risk management system, promote the compliance performance of relevant responsible persons, and reduce the risks or losses that may be caused by directors, supervisors and senior managers during the performance of their duties; Protect the rights and interests of the company and investors, there is no situation that damages the interests of the company and all shareholders, and the deliberation procedures of relevant matters are legal. We agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Proposal on participating in the investment and establishment of equity investment funds and related party transactions
The board of directors shall perform the voting procedures on this matter in accordance with the requirements of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association.
The fund to be established this time is engaged in investment in the field of medicine and health, which is in line with the company’s main business direction, is conducive to the company to find and reserve projects that are in line with the company’s development direction and have market competitiveness, improve the company’s industrial structure in the field of medicine and health industry, and enhance its competitiveness and influence. The decision-making procedures of this connected transaction comply with the provisions of the company law, the articles of association and other laws, regulations and normative documents. This connected transaction abided by the principles of openness, fairness and impartiality, followed the general commercial terms, and did not harm the interests of the company and other shareholders. Therefore, we agree to this related party transaction.
Independent directors: Huang Xianrong, Wang Weihong, Chen Yajin and Huang Min March 18, 2022
