Chongqing Lummy Pharmaceutical Co.Ltd(300006)
The independent opinions of the independent directors on the 2021 annual report and other related matters are in accordance with the relevant provisions of laws, regulations and rules, such as the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, the working system of independent directors and so on, As an independent director of Chongqing Lummy Pharmaceutical Co.Ltd(300006) (hereinafter referred to as “the company”), we express the following independent opinions on the company’s 2021 annual report and other related matters:
1、 Independent opinions on matters related to the company’s 2021 Annual Report
1. Opinions of controlling shareholders and other related parties on the occupation of funds of the independent company in 2021
After verification, we believe that as of December 31, 2021, the company has no non operational occupation of the company’s funds by the controlling shareholders and other related parties, no internal transactions, and no acts damaging the interests of the company and all shareholders.
2. Independent opinions on the company’s external guarantee in 2021
After verification, we believe that as of December 31, 2021, the company has no other major external guarantee except the guarantee matters described in section x notes to financial report in 2021 annual report.
3. Independent opinions on related party transactions of the company in 2021
After verification, we believe that the decision-making procedures of the company’s related party transactions in 2021 comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the price is fair, meets the actual production and operation needs of the company, and there is no behavior damaging the interests of the company and all shareholders.
4. After verification of the independent opinions on the remuneration performance appraisal of the company’s directors, supervisors and senior managers in 2021, we believe that the company can strictly implement the remuneration and relevant incentive appraisal system of directors, supervisors and senior managers in 2021, and the procedures of business performance appraisal and remuneration payment comply with relevant laws, regulations, articles of association, rules and regulations, etc.
2、 Independent opinions on matters related to the 22nd Meeting of the 5th board of directors of the company
1. Independent opinions on the provision for asset impairment in 2021
After verification, we believe that the company’s provision for asset impairment, credit impairment loss and recognition of non operating expenses in 2021 have sufficient basis, standardized and legal decision-making procedures, comply with the accounting standards for business enterprises and relevant accounting policies of the company, and can objectively and fairly reflect the company’s financial status, asset value and operating results as of December 31, 2021, There is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. We agree to the implementation of the provision for asset impairment in 2021. Agree to submit the matter to the general meeting of shareholders for deliberation.
2. Independent opinions on the renewal of accounting firm
After verification, we believe that Sichuan Huaxin (Group) Certified Public Accountants (special general partnership) has the qualification of securities practice, has cooperated with the company for many years, adheres to the principle of independent audit in the process of practice, and can issue various professional reports for the company on time, and the contents of the reports are objective and fair. With the prior approval of all independent directors, it is agreed to continue to employ Sichuan Huaxin (Group) accounting firm (special general partnership) as the accounting firm of the company in 2022. Agree to submit the matter to the general meeting of shareholders for deliberation.
3. Independent opinions on 2021 profit distribution plan
After verification, we believe that the company’s profit distribution plan for 2021 matches the actual development of the company and has legitimacy, compliance and rationality. Therefore, we agree that the company will not make profit distribution this time and agree to submit the matter to the general meeting of shareholders for deliberation.
4. Independent opinions on submitting to the general meeting of shareholders to authorize the board of directors to approve the guarantee of subsidiaries
After verification, we believe that the guarantee objects of the external guarantee contract submitted to the general meeting of shareholders to authorize the board of directors to approve are the company’s holding subsidiaries (including wholly-owned subsidiaries). The company has the ability to control its operation and management risks during the guarantee period, and the financial risks are within the company’s control. The company provides financing guarantee to holding subsidiaries (including wholly-owned subsidiaries) to support their business development. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
5. Independent opinion on internal control evaluation report in 2021
After verification, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control evaluation report truly and objectively reflects the construction and operation of the company’s internal control system. The company’s corporate governance, production and operation, information disclosure and major events can be carried out in accordance with the provisions of the articles of association and various internal control systems, and the risks of all links are reasonably controlled. The predetermined objectives of the company’s activities are basically achieved, and the company’s 2021 internal control evaluation report is objective and fair.
6. Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, we believe that in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM, we have carefully reviewed the special report on the deposit and use of raised funds in 2021 issued by the company, and believe that the deposit and use of raised funds in 2021 comply with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies comply with the relevant provisions of the company’s measures for the administration of the use of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
Independent directors: Chen Xujiang, Chen Geng, Li Changbi March 24, 2022
