Independent opinions of independent directors on matters related to the 15th meeting of the 10th Session of the board of directors
In accordance with the relevant provisions of the company law, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of the company, as independent directors of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) (hereinafter referred to as "the company"), based on the principles of objectivity, fairness and impartiality and the position of independent judgment, we express the following independent opinions on the relevant matters of the 15th meeting of the 10th Session of the board of directors: I. about the directors of the company in 2021 Independent opinion on executive compensation
In 2021, the company can strictly follow the remuneration of directors and senior managers and relevant incentive and assessment systems. The incentive and assessment system and salary payment procedures formulated by the company comply with the provisions of relevant laws, regulations and the articles of association and the actual situation of the company.
2、 Independent opinions on the company's profit distribution plan in 2021
In the process of formulating the profit distribution plan, the company had full communication and discussion with us. We carefully reviewed the company's profit distribution plan for 2021 and believed that the company's profit distribution plan for 2021 was based on the actual situation of the company, fully considered the specific situation of the company's future business development and capital needs, complied with the relevant provisions of the articles of association, and did not damage the interests of shareholders, especially small and medium-sized shareholders, Approve the company's profit distribution plan for 2021.
3、 Independent opinions on the use of raised funds
The scope of use of the company's raised funds does not conflict with the implementation plan of the investment projects of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the listed company and its shareholders, especially small and medium-sized investors, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies The provisions of laws and regulations such as the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the relevant provisions of the measures for the administration of raised funds of the company.
4、 Independent opinions on the implementation of issuing shares to purchase assets
The company continued to further integrate Sichuan Jiuling Pharmaceutical Technology Co., Ltd. through corporate culture, internal control system, information management and business development, and the performance commitments during the performance commitment period have been effectively fulfilled. We believe that all parties to this restructuring have fulfilled their responsibilities and obligations in accordance with the announced restructuring plan, and the actual implementation progress is not significantly different from the announced restructuring plan.
5、 Independent opinions on internal control evaluation report
The current internal control system structure of the company is reasonable, and the internal control system framework meets the requirements of the Ministry of finance, China Securities Regulatory Commission and other five ministries and commissions for the integrity, rationality and effectiveness of the internal control system, which can meet the needs of the company's development and management at this stage. During the reporting period, the company's internal control operation mechanism was effective and achieved the expected objectives of internal control. The internal control evaluation report of the company in 2021 reflects the actual situation of the construction of the company's internal control system, the implementation and supervision of the internal control system. Agree to the 2021 internal control evaluation report prepared by the board of directors of the company.
6、 Independent opinions on the prediction of daily related party transactions in 2021
The company's daily connected transactions in 2021 are normal business transactions within the company's daily business scope. The prediction of daily connected transactions is also reasonable and will not affect the company's normal production, operation and financial status; The relevant price is determined at the fair price of the market. The pricing is objective, fair, fair and reasonable without harming the interests of non related shareholders. It is agreed to the prediction of the above daily related party transactions; When deliberating and voting on the above related party transactions, the related directors implemented the avoidance system, and the voting procedures were legal and standardized, in line with the relevant provisions of the company law and the articles of association. 7、 Independent opinion on continuing the appointment of audit institutions
ShineWing Certified Public Accountants (special general partnership) has the qualification of securities business. In the audit process, the firm can audit in strict accordance with the accounting standards for business enterprises and other relevant provisions, and the financial report issued can accurately, truly and objectively reflect the company's financial status and operating results. The audit committee of the board of directors of the company checked the audit work and practice quality of the firm in 2021, and expressed satisfaction with the good practice level and professional ethics reflected by the firm in the audit process. It is agreed that the company will continue to employ the firm as the accounting and internal control audit institution of the company in 2022.
8、 Independent opinions on the transfer of equity of participating subsidiaries and related party transactions after the completion of this transaction, it will help listed companies reduce the financial burden of the company, gather professional operation in the main business sector, be conducive to the sustainable development of the company and meet the interests of the company and all shareholders. The transaction follows the principle of fair and just market pricing. The transfer pricing of the transaction is based on the evaluation results and determined by both parties through negotiation. It is in line with the market rules and does not damage the interests of the company and all shareholders of the company, especially the minority shareholders. The affiliated directors have withdrawn from voting according to law and have not entrusted other non affiliated directors to exercise their voting rights. The decision-making procedure of this connected transaction complies with the provisions of laws and regulations and the articles of association of the company.
Zhao mouming, Wang Yan, Liu Ling
