Special notes and independent opinions of independent non-executive directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for the governance of listed companies, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd In accordance with the relevant provisions of the independent non-executive director system of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd., as an independent non-executive director of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company”), we issued special explanations and / or independent opinions on the relevant matters considered at the 66th meeting (regular meeting) of the eighth board of directors as follows:
1、 External guarantee in 2021
1. Special description
(1) In 2021, the group (i.e. the company and its holding subsidiaries / units, the same below) did not provide guarantees for the controlling shareholders and related parties holding less than 50% of the shares, any unincorporated units or individuals;
(2) As of December 31, 2021, the actual external guarantee amount of the group did not exceed 50% of the group’s audited net assets attributable to shareholders as of December 31, 2021,;
(3) The articles of association has stipulated the approval procedures for external guarantees, and the company has performed the necessary approval procedures for external guarantees in 2021;
(4) In 2021, the company fulfilled the obligation of information disclosure of external guarantees in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange) and the articles of association.
2. Independent opinion
The guarantee risk between the company and its holding subsidiaries / units and between its holding subsidiaries / units in 2021 is relatively controllable, and is to meet the reasonable needs of the group’s operation and development. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. In 2021, the group performed the necessary decision-making procedures for external guarantees, and no violation of guarantees and damage to the interests of shareholders were found. The group’s external guarantees and related matters met the requirements of relevant laws and regulations and the articles of association.
2、 About the profit distribution plan of 2021
The 2021 profit distribution plan of the company comprehensively considers the industry characteristics, development stage, operation and financial status, profitability and medium and long-term development of the group, complies with relevant laws and regulations and the articles of association, and does not damage the interests of shareholders of the company, especially small and medium-sized shareholders, which is conducive to the sustainable and stable development of the group. Agree to the plan and submit it to the general meeting of shareholders for deliberation.
3、 Proposal on the company’s reappointment of accounting firm in 2022
Ernst & Young Huaming Certified Public Accountants (special general partnership) and Ernst & Young certified public accountants to be renewed this time have corresponding professional qualifications and competence, as well as experience in providing audit services for listed companies, which can meet the requirements of the company’s external audit. The deliberation procedure of the board of directors on this renewal is legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders. Agree to this renewal and submit it to the general meeting of shareholders for deliberation.
4、 Proposal on the report of daily connected / connected transactions in 2021 and the forecast of daily connected / connected transactions in 2022
After review, the independent non-executive directors of the company believe that the daily connected / connected transactions of the group are the needs of the operation of the group and comply with the provisions of the company law, the securities law, the Listing Rules of the Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong limited and other relevant laws and regulations; The transaction pricing basis is fair and reasonable and in line with general commercial terms. The voting procedure of the board of directors on relevant matters is legal, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
5、 Proposal on the renewal and new guarantee amount of the group
The renewed and newly added guarantee amount includes: (1) the company provides guarantee for the holding subsidiary and the holding subsidiary provides guarantee for the company or between the holding subsidiaries (Note: the holding subsidiary refers to the wholly-owned and non wholly-owned holding subsidiary / unit including the holding subsidiary / unit with asset liability ratio of more than 70% (including this number)), and (2) the company or the holding subsidiary provides guarantee for its own performance obligations with its own assets. Such guarantee is due to business needs, and the guaranteed party is only the company or holding subsidiary / unit, and the guarantee risk is relatively controllable. Agree to the matter and submit it to the general meeting of shareholders for deliberation.
6、 Proposal on the risk assessment report of Shanghai Fosun High Tech Group Finance Co., Ltd
As a non bank financial institution, Fosun finance company has legal and effective business qualification. Its business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) insurance supervision and Administration Commission. The financial service business carried out by Fosun finance company to the group is a normal commercial service. The group’s associated deposit and loan and other financial service businesses are fair and reasonable, which will not affect the independence and security of the group’s funds, there is no risk of capital occupation, and there is no situation that will damage the interests of the company and its shareholders, especially minority shareholders. Agree with the conclusions of the risk assessment report issued this time.
7、 Proposal on the provision for asset impairment in 2021
The provision for asset impairment this time is in line with the accounting standards for Business Enterprises No. 8 – asset impairment and the actual situation of the group, which ensures that the financial statements prepared by the company meet the requirements of the accounting standards for business enterprises and truly and fairly reflect the financial status and asset value of the group as of December 31, 2021. The provision for asset impairment this time does not harm the interests of the company and its shareholders, especially the minority shareholders, and the review procedures comply with the provisions of relevant laws and regulations and the articles of Association; Agree to withdraw the provision for asset impairment this time.
Independent non-executive directors: Li Ling, Tang Guliang, Wang Quandi, Yu Zishan March 22, 2002
