Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Independent directors’ opinions on the eighth meeting of the second 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, the Listing Rules of the Shanghai Stock Exchange, the Listing Rules of the stock exchange of Hong Kong Limited, the rules of independent directors of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as the “articles of association”) As the independent director of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the company”), we, as the independent director of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the company”), based on the relevant provisions of the working system of independent non-executive directors of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the company”), based on the independent, prudent and objective position and careful analysis, hereby express the following independent opinions on the relevant matters considered at the eighth meeting of the second board of directors of the company:
1、 Evaluation report on internal control of the company in 2021
The content and form of the 2021 internal control evaluation report of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company comply with the requirements of relevant laws, regulations and normative documents, and truly and accurately reflect the construction and operation of the company’s internal control system. We believe that the company has established a relatively perfect internal control system and evaluation system, which meet the relevant internal control supervision requirements, and implemented it in business activities, meeting the requirements of effective risk control in all major decisions. The company had no major defects in internal control related to financial report and non-financial report in 2021.
Therefore, we agree to the proposal on the company’s 2021 annual internal control evaluation report.
2、 Profit distribution plan for 2021
In order to realize the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the annual profit distribution plan for 2021 prepared by the board of directors is in line with the actual operation and financial situation of the company and does not violate the company law, the securities law The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other laws, regulations and relevant provisions of the articles of association.
Therefore, we agree to the proposal on profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 About hiring domestic and foreign audit institutions and internal control audit institutions in 2022
The company plans to continue to employ Deloitte Touche Tohmatsu (special general partnership) as the domestic audit institution and internal control audit institution in 2022, and Deloitte guanhuang Chenfang as the overseas audit institution in 2022, which meets the actual situation of the company and the needs of annual audit work. Qin Huayong Certified Public Accountants (special general partnership) and Deloitte guanhuang Chenfang certified public accountants have sufficient independence, professional ability of audit services and investor protection ability, and are competent for the company’s annual audit. The company’s continued employment of the above audit institutions complies with the provisions of relevant laws, administrative regulations and the articles of association, which is conducive to ensuring the quality of the company’s audit work, There is no situation that damages the interests of the company and all shareholders.
Therefore, we agree to the proposal on hiring domestic and foreign audit institutions and internal control audit institutions in 2022 and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 About the remuneration of senior managers in 2021 and 2022
The remuneration plan for senior managers formulated by the company is based on the assessment of senior managers of the company and combined with the actual situation of the company’s operation. It is in line with the provisions of the company’s relevant remuneration and assessment system. The review procedure of the proposal is in line with the provisions of relevant laws and regulations and the articles of association of the company, which is conducive to the long-term development of the company and will not damage the interests of the company and its minority shareholders.
Therefore, we agree to the proposal on the remuneration of senior managers in 2021 and 2022. 5、 Special report on the deposit and use of raised funds in 2021
The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
Therefore, we agree to the proposal on the special report on the deposit and use of raised funds in 2021. 6、 About using idle self owned funds for cash management
On the premise of ensuring the capital and capital security required by the company’s normal operation, the company uses the temporarily idle self owned capital of no more than RMB 4 billion for cash management to purchase investment products with low risk, good liquidity and high security, which is conducive to improving the utilization rate of the company’s idle self owned capital, obtaining certain investment income and obtaining more returns for the company and shareholders. The use of some idle self owned funds for cash management this time has fulfilled the necessary review procedures, in line with the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on using idle self owned funds for cash management.
7、 Forecast of daily related party transactions in 2022
The fair, open and reasonable determination of the transaction price of the company’s daily connected transactions in 2022 in accordance with the market transaction principle is in line with the interests of the company and all shareholders, has no impact on the independence of the company, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. It is in line with the interests of the company and all shareholders, and in line with the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange. When the board of directors deliberated the proposal, the deliberation procedures were in line with the provisions of relevant laws and regulations.
Therefore, we agree to the proposal on the prediction of daily connected transactions in 2022.
8、 On carrying out foreign exchange hedging business
The foreign exchange hedging business carried out by the company this time helps the company avoid the risks of the foreign exchange market, prevent the adverse impact of exchange rate fluctuations on the company’s operating performance, improve the efficiency of the use of foreign exchange funds, reasonably reduce financial expenses, and there is no situation that damages the interests of the company and minority shareholders. To sum up, we agree that the company and its subsidiaries carry out foreign exchange hedging business in a timely manner according to the needs of business development and the relevant regulatory provisions of the place where the company is listed and the relevant systems and regulations of the company on the premise of ensuring the normal operation capital demand and capital security.
Therefore, we agree to the proposal on developing foreign exchange hedging business and agree to submit the proposal to the general meeting of shareholders for deliberation.
9、 On the cancellation of some restricted shares granted but not yet vested
The cancellation of some restricted shares complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange science and innovation board, the measures for the administration of equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft), and the decisions made have fulfilled the necessary procedures.
Therefore, we agree to the proposal on canceling some restricted shares granted but not yet vested. Independent directors: Wei Shaokun, Xin Zhu, GUI Shuifa, Liu Jianzhong March 25, 2022
