Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
Independent directors’ opinions on the 11th meeting of the first board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, normative documents and the provisions of Tibet Duo Rui Pharmaceutical Co.Ltd(301075) articles of association, as an independent director of the company, we reviewed all the proposals of the 11th meeting of the first board of directors of the company with a realistic, serious and responsible attitude and based on the position of independent judgment, and expressed the following independent opinions on the matters requiring opinions:
1、 Independent opinions on 2021 profit distribution plan
In order to better repay the shareholders, the distribution plan proposed by the board of directors based on the actual situation of the company meets the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and relevant laws, regulations and rules, conforms to the interests of the company’s shareholders, meets the needs of development, and does not harm the interests of investors. Therefore, the independent directors unanimously agreed to the 2021 profit distribution plan proposed by the board of directors and agreed to submit it to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions on the special report on the annual storage and use of raised funds
In 2021, the company deposited and used the funds raised by IPO in strict accordance with relevant laws, regulations, normative documents and the relevant provisions of the company’s management system for raised funds, which complied with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there was no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The special report of the board of directors on the annual storage and use of raised funds truthfully, accurately and completely disclosed the storage and use of the company’s raised funds, and the company faithfully fulfilled its obligation to disclose the investment direction and progress of the raised funds. Therefore, the independent directors unanimously agreed to submit the special report on the annual storage and use of raised funds to the 2021 annual general meeting for deliberation.
3、 Independent opinions on self-evaluation report of internal control in 2021
The self evaluation report on internal control in 2021 objectively and truly reflects the implementation of the company’s internal control in 2021. The company has no major defects in internal control over financial reporting and no major defects in internal control over non-financial reporting. Therefore, the independent directors unanimously agreed to the 2021 internal control self evaluation report of the company.
4、 Independent opinions on the special description of the occupation of funds by controlling shareholders and other related parties in 2021
In strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company did not occupy the company’s funds for non operational purposes by controlling shareholders and other related parties during the reporting period and previous years. Therefore, the independent directors unanimously agreed to the company’s special statement on the non operational occupation of the company’s funds by the controlling shareholders and other related parties during the reporting period and previous years.
5、 Independent opinion on the renewal of the company’s audit institution in 2022
Tianjian certified public accountants is qualified to engage in Securities and futures related businesses, and has rich experience and professional quality in providing audit services for listed companies. During his tenure as the company’s audit institution, he followed the independent auditing standards for Chinese certified public accountants, diligently and responsibly, and fairly and reasonably expressed independent audit opinions. In order to ensure the smooth progress of the company’s audit work, the independent directors unanimously agreed to continue to employ Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. The annual audit fee shall be determined by the operation and management according to the specific workload and market price level of 2022 audit, and the employment period shall be one year, which shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on changes in accounting policies
This accounting policy change is made by the company in accordance with the requirements of accounting standards and other documents revised and issued by the Ministry of finance, which is in line with relevant regulations. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association. This accounting policy change will not have a significant impact on the company’s financial status, operating results and cash flow, and will not involve retroactive adjustment of previous years. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, the independent directors unanimously agreed to this accounting policy change.
7、 Recognition of related party transactions in 2021
The company’s regular related party transactions in 2021 and the confirmation of related party guarantees in 2021 comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company, non related shareholders and all shareholders. The voting procedure of this matter is legal, has no adverse impact on the independence of the company, and does not damage the interests of shareholders of the company. Therefore, the independent directors unanimously agreed on the confirmation of related party transactions in 2021.
8、 Independent opinions on nominating candidates for non independent directors of the first board of directors
The nomination and nomination procedures of candidates for non independent directors of the first board of directors of the company are legal and compliant, and there is no harm to the legitimate interests of shareholders. Ms. Jin Fen, the non independent director candidate of the first board of directors nominated this time, is not prohibited from taking office in accordance with the provisions of the company law, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of Association, etc., and is not determined as a market prohibited person by the CSRC and has not been lifted, nor is she a dishonest executee, Have not been punished by the CSRC or the stock exchange, and have the qualification and ability to serve as non independent directors of listed companies. Therefore, the independent directors unanimously agreed that the board of directors nominated Ms. Jin Fen as a candidate for non independent director of the first board of directors and agreed to submit it to the 2021 annual general meeting of shareholders for deliberation.
9、 Independent opinions on nominating candidates for independent directors of the first board of directors
Mr. Wang Yunguo has the qualifications corresponding to the exercise of his functions and powers, meets the requirements for directors in the company law of the people’s Republic of China and the articles of association, and is not identified as a market prohibited person by the CSRC in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen stock exchange No. 2 – standardized operation of companies listed on GEM. He is qualified to serve as a director of the company. At the same time, according to the rules for independent directors of listed companies issued by the China Securities Regulatory Commission, independent directors must be independent and qualified to serve as independent directors of the company. The nomination procedure of independent director candidates this time complies with the provisions of the company law, the articles of association and relevant systems, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the independent directors unanimously agreed that the board of directors nominated Mr. Wang Yunguo as a candidate for non independent director of the first board of directors and agreed to submit it to the 2021 annual general meeting of shareholders for deliberation.
10、 Independent opinions on the appointment of deputy general manager
1. The appointment procedure of the deputy general manager of the company complies with the relevant provisions of the company law and the articles of association.
2. As the candidate of the company’s deputy general manager, Mr. Ao Bo has the qualification and ability to serve as senior managers of listed companies, complies with the relevant provisions of the company law, the securities law, the articles of association and so on, and has not found any situation that he is not allowed to serve as senior managers of listed companies according to laws and regulations, or that he has been determined as a market prohibited person by the CSRC and the prohibition period has not been lifted. 3. After reviewing Mr. Ao Bo’s personal resume, it is considered that he has the relevant professional knowledge, skills and quality required to perform the duties of deputy general manager and is competent for the requirements of corresponding post duties. Therefore, the independent directors of the company unanimously agreed to appoint Mr. Ao Bo as the deputy general manager of the company, and the term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the first board of directors. 11、 Independent opinions on Amending the articles of Association
The amendment of relevant provisions of the board of directors in the articles of association complies with relevant laws, regulations and provisions such as the company law, the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the Shenzhen Stock Exchange self regulatory guide for listed companies No. 1 – business handling, and is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. Therefore, The independent directors unanimously agreed to amend the articles of association and agreed to submit it to the 2021 annual general meeting for deliberation.
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(there is no text on this page, which is the signature page of Tibet Duo Rui Pharmaceutical Co.Ltd(301075) independent directors’ independent opinions on matters related to the 11th meeting of the first board of directors) independent director: Qi Fei
Liu Yingfei
March 24, 2022
