Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) independent director
About the 19th meeting of the 8th board of directors of the company
Prior approval opinions on relevant matters
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association, as independent directors of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (“the company” or “the company”), based on independent judgment and careful review of relevant materials, The company has conducted a pre audit on the relevant matters of the 19th meeting of the eighth board of directors and expressed the following opinions:
1、 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
After prior review, there is no case of occupying the company’s funds and damaging the interests of the company and other shareholders, especially small and medium-sized shareholders, with regard to the application of the company’s holding subsidiary Guangzhou Pharmaceutical Co., Ltd. to the bank for a comprehensive credit line and the provision of guarantee for the bank’s comprehensive credit line of some of its wholly-owned subsidiaries. It is agreed to submit the proposal on the company’s holding subsidiary Guangzhou Pharmaceutical Co., Ltd. applying for comprehensive credit line from the bank and providing guarantee for the comprehensive credit line of some wholly-owned subsidiaries to the board of directors for deliberation and to the general meeting of shareholders for approval.
2、 Proposal on participating in the investment and establishment of equity investment funds and related party transactions
After prior review, this connected transaction is fair, just and reasonable. The purpose of participating in the establishment of Guangzhou Guangyao fund equity investment partnership (limited partnership) (proposed name) is to increase the company’s incubation and investment in the pharmaceutical and health industry, comply with the company’s development strategy, and this transaction complies with the company law, securities law and other relevant laws and regulations and the articles of association. The terms of this transaction are fair and reasonable, and there is no damage to the interests of listed companies and shareholders, especially minority shareholders.
It is agreed to submit the proposal on participating in the investment and establishment of equity investment funds and related party transactions to the board of directors for deliberation.
Independent directors: Huang Xianrong, Wang Weihong, Chen Yajin and Huang Min March 18, 2022
