Boya Bio-Pharmaceutical Group Co.Ltd(300294) independent director
Independent opinions on relevant matters of the 15th meeting of the seventh board of directors of the company
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, the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Stock Listing Rules") As an independent director of Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as the "company"), in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (hereinafter referred to as "standardized operation"), the working system of Boya Bio-Pharmaceutical Group Co.Ltd(300294) independent directors and other relevant laws, regulations and normative documents, The independent directors carefully reviewed the relevant matters considered at the 15th meeting of the seventh board of directors of the company and expressed the following independent opinions:
1、 Independent opinions on funds occupied by controlling shareholders and other related parties
In accordance with the provisions of the China Securities Regulatory Commission on the occupation of shares and other related parties of the listed company, the company has been responsible for the investigation and verification of the external capital of the listed company and other related parties in accordance with the provisions of the China Securities Regulatory Commission Based on the principle of objective judgment, the independent opinions on the occupation of the company's funds by the company's controlling shareholders and other related parties are as follows:
According to the decision on ordering Boya Bio-Pharmaceutical Group Co.Ltd(300294) , Liao Xinxi, Liang Xiaoming and fan Yiqin to take corrective measures issued by Jiangxi securities regulatory bureau, the company purchased raw plasma from Boya (Guangdong) and prepaid 82301566097 yuan, which constituted the occupation of funds by related parties. On March 4, 2021, the company disclosed the risk warning announcement on the possible implementation of other risk warnings in the company's stock trading. In order to solve relevant problems as soon as possible and avoid the implementation of other risk warnings, the company and relevant parties have been looking for solutions. The remaining interest of Guangdong Tejia Group Co., Ltd. and its related shareholders, including the current payment of Gaocai Pharmaceutical Co., Ltd., will be returned to the Bank of Gaocai Pharmaceutical Co., Ltd. on behalf of Suzhou Tejia Group Co., Ltd.
As of April 1, 2021, the above commitments have been fulfilled, and Suzhou Aipu Electric Appliance Co., Ltd., gaotejia group and Boya (Guangdong) have returned the plasma payment and relevant interest to the company. The payment for purchasing raw plasma and relevant interest paid by the company to Boya Bio-Pharmaceutical Group Co.Ltd(300294) Pharmaceutical (Guangdong) Co., Ltd. have been fully recovered.
In addition to the above circumstances, the company does not have the situation that the controlling shareholders and other related parties illegally occupy or occupy the company's funds in a disguised form, nor does it provide guarantees for the controlling shareholders and other related parties, any unincorporated unit or individual in violation of regulations. The company's external guarantees have been subject to legal procedures, and there is no damage to the interests of the company and all shareholders, and there is no illegal or overdue external guarantee.
2、 Independent opinions on the company's profit distribution plan in 2021
After reviewing the company's profit distribution plan for 2021, the independent directors agreed that the company's profit distribution plan for 2021 complies with the relevant provisions of the company law, the articles of association and the shareholder dividend return plan (20212023), matches the company's performance growth and conforms to the actual development of the company. The profit distribution plan for 2021 does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the independent directors agreed to the company's profit distribution plan for 2021 and agreed to submit the plan to the general meeting of shareholders for deliberation.
3、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After reviewing the self-evaluation report on internal control of the company in 2021, as an independent director of the company, we agree that the company has established a set of sound internal control system in combination with its own business characteristics, covering all business processes and operation links of the company, which has been effectively implemented to achieve the goal of the company's internal control without major defects. The internal control mechanism complies with the company's business characteristics and 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 strictly, fully and effectively controls the management of subsidiaries, the use of raised funds, major investment, information disclosure and other aspects, which is in line with the actual situation of the company and effectively ensures the normal operation of the company's operation and management. The company's 2021 internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the company's internal control, and the independent directors agree to the proposal on the company's 2021 internal control self-evaluation report.
4、 Independent opinion on the company's reappointment of audit institution in 2022
All the independent directors agreed that in order to maintain the stability and continuity of the audit, the independent directors agreed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 and employ it as the audit institution of the company's internal control. Agree to request the general meeting of shareholders to authorize the board of directors to determine its annual audit fee according to the specific workload and market price level of 2022 audit, and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the deposit and use of the company's raised funds in 2021
After reviewing the company's special report on the deposit and use of raised funds in 2021 and the verification report on the deposit and use of raised funds issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), and asking the company's senior managers and relevant business personnel, the independent directors agreed that:
The company manages the special account of raised funds in strict accordance with the relevant provisions of standardized operation and the management system of raised funds of the company, and the deposit and use of raised funds are legal and compliant; The company's special report on the deposit and use of raised funds in 2021 is true, accurate and complete without false records, misleading statements and major omissions. It agrees with the proposal on the company's special report on the deposit and use of raised funds in 2021.
6、 Independent opinions on the company's application for comprehensive credit line from the bank in 2022
In view of the business development needs of the company, the company (including the holding company) plans to apply to the banking institution for a comprehensive credit line of no more than RMB 2 billion, with a credit period of 18 months from the date of approval of the resolution of the board of directors of the company. After review, the independent directors agreed that: according to the company's capital arrangement, in order to ensure the normal business activities of the company (including the holding company), in 2022, the company plans to apply to banking institutions for a comprehensive credit line of no more than RMB 2 billion. The above comprehensive credit line is not equal to the actual financing amount of the company, and the actual financing amount should be within the comprehensive credit line.
The implementation of this matter is conducive to ensuring the normal operation of the company, and the resolution procedure of this matter complies with the relevant provisions of the company law and standardized operation. Therefore, the independent directors agreed to the company's application for comprehensive credit line from the bank in 2022.
7、 Independent opinions on the remuneration of directors of the company
The remuneration of the directors of the company has been reviewed by the nomination, remuneration and assessment committee of the board of directors. The remuneration of the directors conforms to the development level of the industry and the actual development of the company. Its resolution procedures comply with the relevant provisions of the company law and standardized operation, and do not harm the interests of the company and all shareholders. Therefore, the independent directors agreed to the company's proposal on Directors' remuneration and agreed to submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions on the remuneration of senior managers of the company
The remuneration of senior managers of the company has been reviewed by the nomination, remuneration and assessment committee of the board of directors. The remuneration level of senior managers is in line with the development level of the industry and the actual development of the company, which is conducive to encouraging senior managers to perform their duties diligently. Its resolution procedures are in line with the relevant provisions of the company law and standardized operation, and do not harm the interests of the company and all shareholders. Therefore, the independent directors agree with the company on matters related to the remuneration of the company's senior managers.
9、 Independent opinions on changing the investment project of raised funds
After review, the independent directors agreed that the change of the investment project of raised funds is a necessary adjustment made by the company based on the company's operation and the company's development strategy, which will help to improve the efficiency of the use of raised funds. The company has fully analyzed and demonstrated the change of some investment projects with raised funds, and has performed the necessary deliberation and decision-making procedures. The change of the investment project of raised funds complies 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 by listed companies, stock listing rules, standardized operation and other relevant provisions, conforms to the interests of the company and all shareholders, and does not harm the interests of shareholders, especially small and medium-sized shareholders. Therefore, the independent directors agreed to the change of the company's investment project with raised funds and agreed to submit the matter to the general meeting of shareholders for deliberation.
10、 Independent opinions on the expected daily connected transaction quota with related parties in 2022
After review, the independent directors agreed that the difference between the estimated daily connected transaction amount and the actual transaction amount of the company in 2021 was mainly due to the growth of the company's business in 2021 and the synergy between the company's business and China Resources pharmaceutical holding business. The company estimated that the daily connected transaction in 2022 belonged to the needs of the company's normal business scope, the amount was appropriate, and the pricing policy followed the principles of openness, fairness, impartiality and voluntariness, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The independent directors agree to the difference between the estimated daily connected transaction amount and the actual transaction amount of the company in 2021 and the amount of daily connected transaction with related parties in 2022.
On March 22, 2022 (there is no text below, which is the signature page of Boya Bio-Pharmaceutical Group Co.Ltd(300294) independent directors' independent opinions on relevant matters of the 15th meeting of the seventh board of directors of the company):
Zhang Weidong
Huang Huasheng
Zhao Li
