Wuxi Apptec Co.Ltd(603259) independent directors
Independent opinions on relevant matters considered at the 24th Meeting of the second board of directors and the annual board meeting in 2021
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 rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”), as an independent director of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as the “company” or the “company”), based on the principle of independent and objective judgment, We express our independent opinions on the relevant matters considered at the 24th Meeting of the second board of directors and the annual board meeting in 2021 as follows:
1. Independent opinions on the company’s profit distribution plan in 2021
The proposal on the company’s profit distribution plan in 2021 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. With regard to the company’s profit distribution plan for 2021, we believe that:
The company’s profit distribution plan for 2021 comprehensively considers the company’s operation and financial status, operating performance, development prospect and future growth potential, balances the long-term operation and development of the company and the interests of sharing the company’s operating results with shareholders, conforms to the provisions of laws, regulations and normative documents and the actual situation of the company, conforms to the overall and long-term interests of shareholders, and is conducive to the sustainable, stable and healthy development of the company. Therefore, we agree to the distribution plan and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
2. The proposal on the special report on the deposit and actual use of the company’s annual raised funds in 2021 the proposal on the special report on the deposit and actual use of the company’s annual raised funds in 2021 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. For the above report, we believe that:
The deposit and actual use of the company’s annual raised funds in 2021 comply with the relevant provisions and regulatory policies of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal deposit and use of raised funds, The special report on the deposit and actual use of raised funds in Wuxi Apptec Co.Ltd(603259) 2021 truthfully reflects the actual situation of the deposit and use of raised funds in 2021. Therefore, we agree with the contents of the above-mentioned special report.
3. Independent opinions on the company’s external guarantee amount in 2022
The proposal on the company’s external guarantee amount in 2022 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. For the company’s external guarantee amount in 2022, we believe that:
In 2022, the company plans to provide a guarantee of no more than RMB 11.5 billion for domestic and foreign subsidiaries (hereinafter referred to as “subsidiaries”) within the scope of consolidated statements with an asset liability ratio of less than 70% (calculated based on the latest audited data), which is conducive to the subsidiaries of the company applying for comprehensive credit or loans from banks to ensure the demand for working capital due to the needs of business development, It is conducive to improving the operating efficiency and profitability of subordinate subsidiaries, in line with the provisions of laws, regulations and the articles of association, and there is no behavior damaging the interests of the company and shareholders. Therefore, we agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Independent opinions on re employment of domestic and foreign accounting firms in 2022
The proposal on renewing the employment of domestic and foreign accounting firms in 2022 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. With regard to the re employment of domestic and foreign accounting firms in 2022, we believe that:
Deloitte Huayong Certified Public Accountants (special general partnership) and Deloitte guanhuang Chenfang certified public accountants have relevant business qualification and are capable of continuing to provide domestic and foreign audit related services for the company, and there is no behavior damaging the interests of the company and shareholders. Therefore, we agree to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) as the domestic consolidated financial report audit institution and internal control audit institution of the company in 2022, agree to renew the appointment of Deloitte guanhuang Chenfang as the overseas financial report audit institution of the company in 2022, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
5. Independent opinions on Approving the amount of foreign exchange hedging business carried out by the company in 2022
The proposal on Approving the amount of foreign exchange hedging business carried out by the company in 2022 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. As for the verification of the amount of foreign exchange hedging business carried out by the company in 2022, we believe that it is necessary for the company to continue to carry out foreign exchange hedging business in 2022, which can reduce the impact of exchange rate fluctuations on the company’s operating profit to a certain extent, and is conducive to controlling exchange rate risk. The company has formulated the foreign exchange hedging business system in accordance with the provisions of relevant laws and regulations, and established a relatively perfect internal control and risk management system for foreign exchange hedging business, which does not harm the interests of the company and shareholders. Therefore, we agree that the company will continue to carry out foreign exchange hedging business in 2022, agree that the total amount of foreign exchange hedging business carried out by the company and its subsidiaries within the scope of the company’s consolidated statements with their own funds in 2022 will not exceed US $5 billion or other equivalent foreign currencies, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
6. Independent opinions on using idle raised funds for cash management
The proposal on using idle raised funds for cash management has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. For the use of idle raised funds for cash management, we believe that:
The company’s use of idle raised funds for cash management this time complies with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the measures for the administration of Wuxi Apptec Co.Ltd(603259) raised funds, conforms to the actual situation and needs of the company, and is conducive to the construction of investment projects with raised funds and the improvement of the use efficiency of idle raised funds of the company, Obtaining a good return on capital is in line with the overall and long-term interests of shareholders. Therefore, we agree that the company will use the idle raised funds with a limit of no more than 220 million yuan (inclusive) to purchase bank financial products in due time (including but not limited to low-risk Principal Guaranteed bank financial products and bank structured deposits).
7. Independent opinions on using idle self owned funds for cash management
The proposal on using idle self owned funds for cash management has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. For cash management with self owned funds, we believe that:
The company’s use of idle self owned funds for cash management conforms to the provisions of relevant laws, regulations and normative documents, conforms to the actual situation and needs of the company, is conducive to the construction of self owned funds investment projects and the improvement of the efficiency of the company’s use of idle self owned funds, obtains good capital return, and is in line with the overall and long-term interests of shareholders. Therefore, we agree that the company will use idle self owned funds with a limit of no more than 8500 million yuan (inclusive) to timely purchase bank financial products with high security, good liquidity and low risk, bank structured deposits, brokerage financial products, trust financial products and monetary funds.
8. The independent opinion on the closing of some raised investment projects and the permanent replenishment of working capital with the surplus raised funds “the proposal on the closing of some raised investment projects and the permanent replenishment of working capital with the surplus raised funds” has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. With regard to the settlement of some raised investment projects and the permanent supplement of the surplus raised funds to the working capital, we believe that:
The company’s closing of some raised investment projects and permanent replenishment of surplus raised funds to working capital is based on the consideration of the actual situation of the company, which is conducive to improving the use efficiency and income of surplus raised funds. There is no damage to the interests of shareholders of the company, which is in line with the objective situation and the needs of the long-term development of the company. The decision-making procedure of closing some raised investment projects and permanently supplementing the surplus raised funds with working capital complies with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies. Therefore, we agree to the closing of some raised investment projects of the company and the permanent supplement of surplus raised funds to working capital, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
9. Independent opinions on the estimated amount of continuous related party transactions of the company in 2022
The proposal on the estimated amount of the company’s continuous connected transactions in 2022 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021. The connected directors avoided voting, and the voting procedures comply with relevant regulations. With regard to the estimated amount of continuous connected transactions of the company in 2022, we believe that:
The amount of continuous related party transactions expected to occur in 2022 complies with the principles of fairness, impartiality and openness to ensure that related party transactions will not harm the interests of the company and all shareholders. While the company is constantly committed to reducing related party transactions, the related party transactions with related parties will continue to follow the principles of fairness and rationality, and the transaction behaviors of both parties will be agreed by contract. The price of related party transactions of the company is fair and does not harm the interests of the company and non related shareholders. Related party transactions will not have any adverse impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions. Therefore, we agree with the contents of the motion. 10. Independent opinions on the internal control evaluation report of the company in 2021
The proposal on the evaluation report of the company’s internal control in 2021 has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. Regarding the internal control evaluation report of the company in 2021, we believe that:
The company’s established internal control system meets the requirements of relevant national laws and regulations and the Listing Rules of the stock exchange where the company’s shares are listed. There are no major defects in the integrity, rationality and effectiveness of the company’s internal control system and relevant systems in all major aspects, and there are no major deviations in the actual implementation process, which can fully and effectively ensure the safety of the company’s assets and the normal operation and management activities. Therefore, we agree with the contents of the motion.
11. Independent opinions on the co election of members of the second board of directors of the company
The proposal on additional election of members of the second board of directors of the company has been deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, and the voting procedures comply with relevant regulations. With regard to the co election of members of the second board of directors of the company, we believe that:
Dr. minzhangchen (Chen minzhang) has high professional knowledge and rich practical work experience, and has the qualification and ability to serve as a director of the company. He has not found that he is not allowed to serve as a director of a listed company as stipulated in the company law, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidance No. 1 – standardized operation of listed companies of Shanghai Stock Exchange and the articles of association. Therefore, we agree to nominate Dr. minzhangchen as the executive director of the second board of directors of the company, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
(there is no text below, which is the signature page)
