Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. independent director
Independent opinions on matters related to the 18th meeting of the second board of directors
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 (hereinafter referred to as the “Securities Law”), the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), and other laws Administrative regulations, departmental rules and normative documents (hereinafter referred to as “laws and regulations”) and the articles of association of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the articles of association”) and other relevant provisions. As an independent director of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the company”), with a serious and responsible attitude, After carefully reviewing the relevant matters of the 18th meeting of the second board of directors of the company, we express the following independent opinions:
1、 Independent opinions on 2021 profit distribution and capital reserve converted into share capital plan
The company’s proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 complies with the relevant provisions of the company law, the articles of association and the company’s current overall operation and the company’s development stage, is conducive to the sustainable, stable and healthy development of the company, and better takes into account the immediate and long-term interests of shareholders, We unanimously agree to the proposal on the company’s plan for profit distribution and conversion of capital reserve into share capital in 2021 proposed by the board of directors of the company, and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, the company has improved the corporate governance structure and established a relatively perfect internal control system in accordance with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the articles of association, Meet the requirements of relevant national laws and regulations and the actual needs of the company’s production, operation and management, and can be effectively implemented. No major defects in internal control were found during the reporting period, and the establishment of internal control system has played a good role in risk prevention and control in all links of the company’s operation and management. After review, we believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
Directors (excluding independent directors) who do not hold positions in the company in 2022 will not receive remuneration; Directors holding positions in the company (excluding independent directors) receive corresponding remuneration only according to their positions in the company. Independent Directors receive an annual salary of 300000 yuan in the company. We believe that the remuneration scheme of the company’s directors complies with the relevant provisions of the company law and the articles of association. The decision-making procedures and determination basis of directors’ remuneration of the company comply with the provisions of laws and regulations, the articles of association and relevant systems of the company, and the remuneration of directors of the company is true and accurate. We unanimously agreed on the remuneration plan of the company’s directors and agreed to submit the matter to the general meeting of shareholders for deliberation.
4、 Independent opinions on the remuneration scheme of the company’s senior managers in 2022
The remuneration of senior managers is directly related to the achievement of their performance, which is conducive to ensuring the achievement of the company’s business objectives. We believe that the remuneration scheme of the company’s senior managers complies with the relevant provisions of the company law and the articles of association. The decision-making procedures and determination basis of the remuneration of the company’s senior managers comply with the provisions of laws and regulations, the articles of association and relevant systems of the company, and the remuneration of the company’s senior managers is true and accurate.
5、 Independent opinions on the company’s employment of domestic financial and internal control audit institutions in 2022
Ernst & Young Huaming Certified Public Accountants (special general partnership) has business qualification related to securities and futures. The Institute has issued the domestic financial statement audit report and internal control audit report for the company in 2021, and has completed the relevant financial audit and internal control audit of the company in 2021. In the audit process, the Institute is fully independent, professional competent, investor protection and good integrity record. In the course of practice, the Institute adheres to the principle of independent audit, can objectively, fairly and fairly reflect the company’s financial and internal control status, and earnestly perform the responsibilities of the audit institution, which is conducive to improving the quality of audit work of listed companies and protecting the interests of listed companies and shareholders, especially the interests of small and medium-sized shareholders. The company’s review procedures for the appointment of domestic financial and internal control audit institutions in 2022 comply with the relevant provisions of relevant laws and regulations. Therefore, we agree to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s domestic financial and internal control audit institution in 2022, and agree to submit the matter to the general meeting of shareholders for review.
6、 Independent opinions on the company’s employment of overseas accounting firms in 2022
Ernst & Young certified public accountants is qualified to audit the financial reports of listed companies prepared in accordance with international financial reporting standards and meets the relevant requirements of the stock exchange of Hong Kong. The Institute has successfully completed the relevant financial audit work of the company in 2021, has sufficient independence, professional competence, investor protection ability, and has a good integrity record. In the course of practice, the Institute adheres to the principle of independent audit, can objectively, fairly and fairly reflect the financial situation of the company, and earnestly performs the responsibilities of the audit institution, which is conducive to improving the quality of audit work of listed companies and protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. The company’s review procedures for the appointment of overseas accounting firms in 2022 comply with the relevant provisions of relevant laws and regulations. We agree to renew the appointment of Ernst & young as the company’s overseas audit institution in 2022, and agree to submit the matter to the general meeting of shareholders for deliberation.
7、 Special instructions and independent opinions on fund occupation and external guarantee of related parties of the company
In accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, the company has carefully verified the company’s funds occupied by related parties and external guarantees in 2021, and now makes the following independent opinions:
1. In 2021, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties, and there was no illegal occupation of the company’s funds by controlling shareholders and other related parties extending to the reporting period in the previous period. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）The special statement on the occupation of non operating funds and other related capital transactions in 2021 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on the non operating occupation of the company’s funds by the actual controller, major shareholders and their related parties.
2. In 2021, the company had no illegal external guarantee in any form, and there was no illegal external guarantee extended to the reporting period in the previous period.
8、 Independent opinions on the confirmation of daily connected transactions in 2021
In 2021, the actual situation of the company’s daily related party transactions with Ningbo xinwan Technology Development Co., Ltd. and its subsidiaries and with Beijing Ankai Yibo Biotechnology Co., Ltd. (hereinafter referred to as “Ankai Yibo”) is different from that expected, which is in line with the actual situation of the company. The company has signed relevant agreements with related parties. When estimating the annual daily related party transactions, it is generally estimated according to the upper limit of the amount of possible related party transactions according to the market conditions. However, the occurrence of daily related party transactions with related parties will be different from the expected situation based on the actual market demand and business development. The daily related party transactions of the company in 2021 follow the principles of fair, just and open market, There is no circumstance that damages the interests of the company and its shareholders. When the board of directors of the company deliberated this proposal, the deliberation and voting procedures met the relevant provisions of laws, regulations, normative documents and the articles of association. The related directors have avoided voting, and the decision-making procedures are legal and effective. We agree to the matter.
9、 Independent opinions on using some idle self owned funds to purchase financial products
Without affecting the normal operation of the company and ensuring the safety of funds, the company and its subsidiaries use some idle self owned funds and choose the opportunity to invest in medium and low-risk financial products with high safety and good liquidity, which is conducive to improving the efficiency of capital use, increasing the company’s capital income, in line with the interests of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree that the company and its subsidiaries use idle self owned funds with a limit of no more than RMB 4 billion for entrusted financial management, which is valid from the date of deliberation and approval at the 18th meeting of the second board of directors to the date of the annual general meeting of shareholders in 2022. Within the above limit, the funds can be recycled and rolled. We agree to the matter. 10、 Independent opinions on the transaction confirmation of hedging products in 2021 and the estimation of the transaction amount of hedging products in 2022
The hedging business carried out by the company is closely related to the daily business needs. The settlement currency between the company and its main customers is US dollar. When the exchange rate fluctuates greatly, the exchange gain and loss will have a certain impact on the company’s operating performance. It is reasonable for the company to carry out hedging business to avoid exchange rate and interest rate risks. The company has formulated the financial derivatives trading business management system, which has been deliberated and approved by the board of directors, and the relevant businesses have performed the corresponding decision-making procedures, which can effectively standardize the hedging trading behavior and control the hedging trading risk. The actual amount of hedging product transactions of the company in 2021 is within the amount considered by the company, and the amount in 2022 is expected to be in line with the business development. The hedging transactions of the company are carried out in strict accordance with the relevant systems, and there is no damage to the interests of listed companies and shareholders. We agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
11、 Independent opinions on the 2022 A-share restricted stock incentive plan (Draft) of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. and its abstract
1. The formulation and review process of the company’s 2022 A-share restricted stock incentive plan (Draft) and its summary (hereinafter referred to as “equity incentive plan”) comply with the provisions of the management measures and other relevant laws, regulations, rules and normative documents.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects of the company have the qualifications specified in the company law, securities law, management measures, articles of association and other laws and regulations. The determined incentive objects are the core managers, middle managers and technical backbones of the company (including subsidiaries), grass-roots managers and technical personnel (excluding directors, independent directors, supervisors, senior managers, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). The incentive object does not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The incentive objects meet the conditions of incentive objects specified by law and the scope of incentive objects specified in the company’s equity incentive plan. Their subject qualification as the incentive object of the company’s equity incentive plan is legal and effective. 4. The contents of the company’s A-share restricted stock incentive plan in 2022 comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations; The granting arrangement and attribution arrangement (including granting amount, granting date, attribution conditions, granting price, lock up period, attribution period, attribution conditions and other matters) of restricted shares of each incentive object did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders. 5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
In conclusion, after careful review, all independent directors agreed that the implementation of the 2022 A-share restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the corporate incentive mechanism, enhance the sense of responsibility and mission of the company’s management team and technical talents to realize the sustainable and healthy development of the company, facilitate the sustainable development of the company and form a long-term incentive mechanism for core talents, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by the company’s 2022 A-share restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement the 2022 A-share restricted stock incentive plan, and agree to submit the proposal on Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. 2022 A-share restricted stock incentive plan (Draft) and its summary to the general meeting of shareholders for deliberation.
12、 Independent opinions on the administrative measures for the implementation of the 2022 A-share restricted stock incentive plan of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
With regard to the management measures for the assessment of the implementation of the 2022 A-share restricted stock incentive plan of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd., we believe that the assessment indicators of the company’s 2022 A-share restricted stock incentive plan are divided into two levels, namely, the company level performance assessment and the individual level performance assessment. After reasonable prediction and considering the incentive effect of the incentive plan, the company has set the assessment target of taking the operating income of 2021 as the base and the growth rate of operating income of the company from 2022 to 2025 not less than 20%, 40%, 60% and 80% respectively. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions of ownership according to the performance evaluation results of the incentive object in the previous year.
To sum up, after careful review, all our independent directors agree that the company will be in 2022
