Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Independent opinions of independent directors on relevant matters of the company
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) articles of Association and other relevant provisions, as Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent directors, he promised to perform his duties independently and was not subject to the supervision of the company’s major shareholders For the influence of the actual controller or the unit or individual having an interest with the company and its main shareholders and actual controllers, after carefully reviewing the relevant materials, the independent opinions are as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
The independent directors approved the company’s profit distribution plan for 2021 in advance and expressed independent opinions as follows:
The company’s profit distribution plan for 2021 comprehensively considers the company’s development strategy, profit prospect, future capital use demand, asset status, market environment, shareholder return planning and other factors, which is in line with the actual situation of the company and the notice on matters related to the further implementation of cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC The provisions and requirements of the articles of association and the shareholders’ dividend return plan for the next three years are conducive to the healthy and sustainable development of the company, in line with the interests of the company and all shareholders, and there is no damage to the rights and interests of the company’s shareholders, especially the minority shareholders; The relevant decision-making mechanism and deliberation procedures comply with the provisions of the articles of association and relevant laws and regulations. The relevant plans have been disclosed through the disclosure media designated by the company. It is agreed that the profit distribution plan for 2021 proposed by the company shall be submitted to the general meeting of shareholders for deliberation. 2、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
The remuneration and allowances of the company’s directors and senior managers in 2021 are in line with the remuneration level of the company’s industry and region and the actual operation of the company. The assessment and payment procedures are in line with the provisions and requirements of relevant national laws and regulations, the articles of association and other relevant systems.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company has established a relatively perfect corporate governance structure and internal control system. All internal control systems comply with the requirements of laws, regulations and regulatory rules and have been effectively implemented in business activities; The internal control system is standardized, legal and effective. The self-evaluation report on internal control in 2021 issued by the company comprehensively, truly and objectively reflects the establishment, improvement and operation of the company’s internal control system, which is in line with the current situation of the company’s internal control.
4、 Independent opinions on the deposit and use of the company’s raised funds in 2021
After verification, we believe that the company’s special report on the storage and use of raised funds in 2021 truthfully reflects the actual storage and use of the company’s raised funds. The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. There is no case of changing the purpose of raised funds in a disguised manner or damaging the interests of minority shareholders, and there is no case of illegal deposit or use of raised funds.
5、 Independent opinion on the renewal of the company’s audit institution in 2022
1. The prior approval opinions of the independent directors are as follows:
Daxin Certified Public Accountants (special general partnership) is an accounting firm that meets the requirements of the securities law. It has many years of experience in providing audit services for listed companies. During its tenure as the company’s audit institution, Daxin certified public accountants adhered to the independent audit standards, ensured the smooth development of all work, and better fulfilled the responsibilities and obligations of the audit institution. We agree to submit this proposal to the board of directors for deliberation.
2. Independent directors express independent opinions as follows:
Daxin Certified Public Accountants (special general partnership) has been rigorous, fair, objective and independent in all audit work of the company in 2021, and has better completed the responsibilities and obligations agreed by both parties, and the audit report issued for the company is objective and fair. Daxin Certified Public Accountants (special general partnership) has sufficient independence, professional competence, investor protection ability and good integrity. The renewal of the accounting firm is conducive to ensuring the quality of the company’s audit work and protecting the legitimate rights and interests of the company and shareholders, especially minority shareholders. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. We agree to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for a period of one year, and the recommended audit fee is RMB 950000 (including RMB 700000 for financial report audit and RMB 250000 for internal control audit); And submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on using self owned idle funds to invest in financial products
The company has a sound operation, stable finance and sound and effective internal control measures. Without affecting the daily operation, R & D, production and construction needs of the company and ensuring the safety of funds, investing short-term self owned idle funds in short-term and low-risk financial institutions (including but not limited to banks, trusts, securities companies, etc.) financial products can improve the use efficiency of self owned funds and obtain certain investment income, which is in line with the overall interests of the company and does not harm the company and all shareholders, Especially the interests of minority shareholders. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. We agree that the company can use its own idle funds of less than RMB 1.5 billion to purchase financial products of low-risk and short-term financial institutions. The above amount can be jointly used by the company and its subsidiaries included in the company’s consolidated statements.
7、 Independent opinions on the company’s external guarantee and funds occupied by related parties
1. The company has formulated the management measures for external guarantees, the decision-making system for related transactions, the special system for preventing the occupation of funds by major shareholders and related parties and other systems to standardize the approval authority, decision-making procedures and relevant risk control measures for external guarantees, prevent the occupation of funds by major shareholders, controlling shareholders or actual controllers and their related parties, and strictly control risks;
2. During the reporting period, the company did not occupy funds by controlling shareholders and other related parties, nor did it occupy funds by illegal related parties that occurred in the previous period and accumulated to December 31, 2021. 3. The capital transactions between the company and its holding subsidiaries meet the normative requirements, there are no capital transactions and capital occupation that should be disclosed but not disclosed, and do not harm the interests of the company and shareholders.
4. After the deliberation and approval of the 9th meeting of the 4th board of directors on March 25, 2018 and the 2017 annual general meeting of shareholders on April 16, 2018, the company, as a wholly-owned subsidiary, applied to Bank Of China Limited(601988) (Hong Kong) Co., Ltd. for a financing credit of no more than us $8.4 million to provide joint and several liability guarantee, with a guarantee limit of RMB 58.8 million and a guarantee period of three years from the date of financing events. The loan was settled in 2018.
After deliberation and approval at the 19th meeting of the 4th board of directors on March 8, 2019, the company, as a wholly-owned subsidiary, applied to Bank Of China Limited(601988) (Hong Kong) Co., Ltd. for a financing credit of no more than US $6 million (or equivalent in other currencies) to provide joint guarantee, and the amount of guarantee is no more than US $6 million (or equivalent in other currencies) (about RMB 40.8 million, and the actual exchange rate is subject to the transaction day), The validity period of the guarantee is three years from the date of the financing event.
As of December 31, 2021, the amount and balance of external guarantee of the company (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) are 0 yuan.
The accumulative amount of external guarantees approved by the company and its holding subsidiaries is about 99.6 million yuan, accounting for 1.24% of the audited net assets of the company at the end of 2021; The cumulative amount of guarantee is 58.8 million yuan, accounting for 0.73% of the audited net assets of the company at the end of 2021; They are all the guarantees of the company to Nuotai International Co., Ltd. The company’s external guarantee balance (including the guarantee provided for subsidiaries within the scope of consolidated statements) is 0 yuan.
The company has no overdue guarantee, external guarantee involving litigation, or loss due to the judgment of losing the guarantee.
The company has established a perfect external guarantee risk control system; During the implementation of the above guarantees, the necessary review procedures have been performed in strict accordance with the company law and other laws and regulations, the articles of association and other relevant provisions. The company has fully revealed the risks in the information disclosure documents for the guarantee of subsidiaries, and there is no possibility of assuming the guarantee liability due to the default of the guaranteed party’s debts.
5. In addition to the guarantee provided by the above-mentioned company to Nuotai International Co., Ltd., the company (including subsidiaries within the scope of consolidated statements) has no other external guarantee. During the reporting period, the company did not provide guarantees for controlling shareholders, other related parties, any unincorporated units or individuals, nor did it provide illegal external guarantees that occurred in the previous period and accumulated until December 31, 2021, nor did it violate the provisions of the CSRC’s guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26).
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(there is no text on this page, which is the signature page of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent director’s independent opinions on relevant matters of the company) signature of independent director:
Zhu Houjia, Liu laiping, Wang Xuegong
March 25, 2002
