Tianshui Zhongxing Bio-Technology Co.Ltd(002772) independent director
Independent opinions on matters related to the 12th meeting of the 4th board of directors
As an independent director of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and the working system of independent directors issued by China Securities Regulatory Commission, we are responsible to the company and all shareholders, based on independent judgment and the principle of seeking truth from facts, We hereby express the following opinions on the matters considered at the 12th meeting of the Fourth Board of directors after careful verification of relevant materials:
1、 Independent opinions on the proposal on considering the special report on the annual deposit and actual use of raised funds
The special report on the annual deposit and actual use of raised funds prepared by the board of directors of the company truly, accurately and completely reflects the deposit and use of raised funds of the company in 2021, without any false records, misleading statements or major omissions; The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. There are no violations in the deposit, use, management and information disclosure of raised funds, and there are no cases where the purpose of raised funds is changed without authorization to damage the interests of the company and shareholders, The special report on the annual storage and actual use of raised funds is true, accurate and complete.
Therefore, we agree to this report and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the proposal on reviewing the self-evaluation report on internal control in 2021. In 2021, the general meeting of shareholders, the board of directors, the board of supervisors and the management were serious and responsible, and the operation was coordinated and effective; All departments of the company can perform their respective duties and form a working mechanism of mutual cooperation and mutual restriction; The company further improves the internal control management system to effectively prevent risks. The 2021 internal control self-evaluation report issued by the company meets the requirements of relevant laws, regulations and normative documents, and truly, objectively and accurately reflects the construction and actual operation of the company’s 2021 internal control system.
Therefore, we agree to this report and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the proposal on considering the profit distribution plan for 2021
Through careful review of the company’s 2021 annual profit distribution plan, we believe that the company’s 2021 annual profit distribution plan complies with the provisions of the company law and the China Securities Regulatory Commission’s No. 3 guidelines for the supervision of listed companies – cash dividends of listed companies, as well as the requirements for profit distribution and cash dividends in the articles of association and the shareholder dividend return plan for the next three years (20192021).
We believe that the profit distribution plan is formulated on the basis of the operating performance in 2021, taking into account the reasonable demands of investors and the capital needs of the company’s sustainable development. There is no damage to the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors, which is conducive to cultivating investors’ long-term support and confidence in investing in the company.
Therefore, we agree to the profit distribution plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the proposed renewal of the company’s audit institution in 2022
After verification, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has the experience and ability to provide audit services for listed companies, can audit the company’s financial situation objectively and truly, and meets the requirements of the company’s audit in 2022. The review procedure of the company’s renewal of accounting firm complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and all shareholders.
In conclusion, we agree that the company will continue to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinions on the proposal on reviewing the performance plan for remuneration (allowance) of directors and senior managers in 2022
We have carefully reviewed the company’s 2022 remuneration (allowance) performance plan for directors and senior managers, and we affirm the performance of directors and senior managers in 2021. We believe that the remuneration (allowance) performance plan in 2022 takes into account fairness and incentive, takes full account the company’s operation and industry remuneration level, and is in line with the company’s development stage, It can fully mobilize the work enthusiasm of directors and senior managers, which is conducive to the stable operation and sustainable development of the company.
We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Opinions on independent use of idle funds
After reviewing relevant materials, we believe that the company’s use of idle self owned funds for entrusted financial management on the premise of controlling risks is conducive to improving the use efficiency of idle self owned funds of the company (including subsidiaries) and increasing income, will not have an adverse impact on the company’s production and operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. The investment decision-making procedure complies with relevant laws and regulations. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on shareholder return planning for the next three years (20222024)
The shareholder return plan for the next three years (20222024) formulated by the board of directors of the company complies with the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the company, takes full account of the current and future development of the company, and attaches importance to the reasonable requirements and suggestions of shareholders, especially small and medium-sized shareholders, It can achieve a reasonable return on investment to shareholders and take into account the actual situation of the company, which is conducive to the sustainable and stable development of the company and safeguard the legitimate rights and interests of all shareholders. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on closing some investment projects with raised funds and permanently supplementing the surplus raised funds with working capital
The closing of some of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital are in line with the development reality of the company, conducive to improving the use efficiency of raised funds and reducing financial expenses, which is in line with the interests of all shareholders. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of the company and all shareholders, and its deliberation procedure is legal and effective. Therefore, we agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Signature of independent directors: Ju Ming, Liu ya, Dang Lin March 23, 2022
