Yunnan Baiyao Group Co.Ltd(000538)
Special instructions and independent opinions of independent directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant laws, regulations and normative documents, we are independent directors of Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as the “company”), Express the following independent opinions on the relevant proposals and related matters of the fourth meeting of the ninth board of directors in 2022 held on March 24, 2022:
1、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
According to the guidance on establishing independent directors in listed companies, the basic norms of enterprise internal control and the guidelines on internal control of listed companies of Shenzhen Stock Exchange issued by the CSRC, as the independent director of Yunnan Baiyao Group Co.Ltd(000538) we reviewed the internal control evaluation report of the company in 2021 and issued the following independent opinions:
The form and content of the company’s internal control evaluation in 2021 comply with the requirements of the basic norms of enterprise internal control, the guidelines on internal control of listed companies of Shenzhen Stock Exchange and relevant laws, regulations and normative documents, truly and accurately reflect the current situation of the company’s internal control, and there are no false records, misleading statements or major omissions.
The company has established and improved a series of internal controls for the businesses and matters included in the evaluation scope in accordance with the basic norms of internal control issued by the Ministry of Finance and relevant regulations, which have been implemented in the operation and management activities, which can effectively prevent and control the internal operation risks of the company in major aspects, and ensure the safety and integrity of the company’s assets and the normal operation and management activities. As of December 31, 2021, the company has maintained effective internal control related to financial statements in all major aspects, ensuring the normal operation and management of the company, which is reasonable, complete and effective.
2、 Independent opinions on the company’s profit distribution plan in 2021
According to the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of shareholders’ rights and interests of the public and the provisions of the articles of association, as independent directors of Yunnan Baiyao Group Co.Ltd(000538) the company, we express independent opinions on the proposal of profit distribution of the company in 2021 as follows:
The profit distribution plan for 2021 intends to distribute cash dividends of 16 yuan (including tax) to all shareholders for every 10 shares, 4 bonus shares (including tax) for every 10 shares, and do not use the capital reserve to increase the share capital. According to the distribution proportion of this plan, the total distribution amount will be finally determined based on the total share capital on the equity registration date when the distribution plan is implemented in the future. The remaining undistributed profits are reserved for distribution in subsequent years.
We believe that the distribution plan is in line with the provisions of the articles of association and the long-term interests of the company, as well as the relevant provisions of the CSRC on cash dividends of listed companies. Therefore, we agree to the company’s profit distribution plan and submit it to the general meeting of shareholders for deliberation.
3、 Special instructions and independent opinions on the occupation of funds and external guarantee of related parties of the company. In accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and several issues on external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120), as an independent director of Yunnan Baiyao Group Co.Ltd(000538) , After careful verification and inquiry of the company, the company checked the occupation of funds by related parties and the external guarantee of the company, and issued special instructions and independent opinions as follows:
The company strictly controls external guarantees. As of December 31, 2021, the company has no illegal external guarantees, illegal occupation of the company’s funds by controlling shareholders and other related parties during the reporting period, nor illegal external guarantees, illegal occupation of the company’s funds by controlling shareholders and other related parties that occurred in previous years but continued to the reporting period.
4、 Independent opinions on the prediction of daily connected transactions in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, as independent directors, after carefully reviewing relevant documents and understanding the related party transactions in advance, we agree to submit the above matters to the board of directors for deliberation, and based on our independent judgment, Express the following independent opinions on the forecast of daily related party transactions in 2022:
1. It is estimated that the total amount of daily connected transactions between the company and its related parties Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) , Kunming Hongyun hospital Co., Ltd. in 2022 is 34.1 million yuan, accounting for 0.09% of the company’s latest audited net assets of 38226140000 yuan, which does not need to be reported to the general meeting of shareholders for deliberation. 2. The company’s daily related party transactions to occur in 2022 are conducted in accordance with the principle of “voluntariness, fairness, mutual benefit and mutual benefit”. The price of related party transactions is determined through consultation with reference to market pricing. It is a fair and reasonable pricing method, which is conducive to the company’s production and operation.
3. When the board of Directors considers related party transactions, related directors avoid voting, and the decision-making procedures of related party transactions are legal and effective.
4. The daily connected transactions of the company in 2022 comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, and there is no damage to the interests of the company, other non connected shareholders and the majority of small and medium-sized shareholders.
5、 Special explanation on the large difference between the actual amount and the estimated amount of daily related party transactions in 2021
We have checked that there is a large difference between the actual amount and the expected amount of daily related party transactions in 2021. After verification, we believe that the company’s explanation of the actual daily related party transactions in 2021 is in line with the market situation and the actual situation of the company. The daily related party transactions that have occurred are transactions required by the company’s normal business and meet the requirements of the company’s operation and development strategy, Comply with laws and regulations. Although the actual amount is different from the original estimated upper limit due to objective reasons such as business needs, such differences are indeed caused by uncontrollable factors. The daily connected transactions that have occurred are fair and just, the transaction price is fair, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
6、 Independent opinions on the implementation of the measures for the administration of remuneration and assessment of core personnel such as directors, supervisors and senior managers in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies and the articles of association and other regulations, as independent directors of Yunnan Baiyao Group Co.Ltd(000538) the company, we express independent opinions on the implementation of the measures for the administration of remuneration and assessment of core personnel such as directors, supervisors and senior managers in 2021 as follows:
It is verified that the remuneration and assessment of directors, supervisors and senior managers of the company in 2021 are strictly implemented in combination with the actual operation of the company. The remuneration disclosed in the 2021 annual report is reasonable and true. The remuneration distribution procedure complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company, other non affiliated shareholders and the majority of minority shareholders.
7、 Independent opinions on the company’s securities investment in 2021
During the reporting period, the company’s securities investment funds came from the company’s own idle funds. The company has formulated corresponding risk control measures, should earnestly implement the relevant internal management systems, continue to improve the relevant systems, and strictly control the investment scale of the secondary market.
The decision-making procedures for the above securities investment matters comply with the provisions of relevant laws, regulations and the articles of association, and the arrangement does not harm the interests of the company and minority shareholders.
Independent directors: Yin Xiaobing, Dai Yang, Zhang Yongliang, Liu Guoen March 24, 2022
