Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Independent directors’ opinions on the second meeting of the third board of directors
Independent opinions on relevant matters
As an independent director of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors of the company, and other relevant provisions With a responsible attitude of all shareholders and investors and based on the position of independent judgment, the independent opinions on the matters related to the second meeting of the third board of directors are as follows:
1、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021 after careful review of the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 deliberated at the second meeting of the third board of directors, it is considered that:
During the reporting period, the deposit and use of the company’s raised funds met the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the guidelines for the application of the self regulatory rules of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation, and the company’s raised funds management system and other system documents; The company has made special account storage and special use of the raised funds. The investment purpose and internal structure change of some raised funds have fulfilled the necessary and compliant decision-making procedures, and timely fulfilled the relevant information disclosure obligations. There is no case of changing the purpose of the raised funds in a disguised manner and harming the interests of shareholders, and there is no case of illegal use of the raised funds. Therefore, we unanimously agree to the motion.
2、 Independent opinions on the company’s profit distribution plan in 2021
After carefully reviewing the proposal on the company’s 2021 profit distribution plan considered at the second meeting of the third board of directors, it is considered that:
The company’s profit distribution plan for 2021 complies with relevant laws and regulations, normative documents and the relevant provisions on profit distribution in the articles of association. It is a prudent decision made in combination with the company’s profitability, future capital demand and other factors, in line with the actual situation and development needs of the company. There is no obvious unreasonable situation such as cash out by major shareholders, and there is no situation in which relevant shareholders abuse shareholders’ rights to improperly intervene in the company’s decision-making, It conforms to the interests of all shareholders of the company and will not damage the interests of minority shareholders. Therefore, we unanimously agree to the distribution plan and agree that the board of directors will submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reviewing the 2021 annual internal control self-evaluation report deliberated at the second meeting of the third board of directors, it is considered that:
The company has continuously established and improved its internal control evaluation system in accordance with the provisions of the basic norms of enterprise internal control and other relevant normative documents. There are no major defects in the integrity, rationality and effectiveness of all major aspects of the company’s internal control system and relevant systems, and there are no major deviations in the actual implementation process, which can fully and effectively ensure the safety of the company’s assets and the normal development of operation and management activities, Effectively protect the legitimate rights and interests of the company and shareholders. Therefore, we unanimously agree to the motion.
4、 Independent opinions on developing bill pool business
After carefully reviewing the proposal on developing bill pool business deliberated at the second meeting of the third board of directors of the company, it is considered that:
At present, the company is in good operation and stable financial condition. The company’s bill pool business can comprehensively manage the company’s bills receivable and bills payable to be issued, revitalize the company’s bill assets, reduce the company’s capital occupation, optimize the financial structure and improve the capital utilization rate, without damaging the interests of the company and all shareholders. Therefore, the company is approved to carry out bill pool business.
5、 Independent opinions on using idle self owned funds for cash management
After carefully reviewing the proposal on cash management scheme using idle self owned funds considered at the second meeting of the third board of directors of the company, it is considered that:
The capital source of the company’s proposed cash management is the company’s idle self owned funds. On the premise of complying with national laws and regulations and ensuring investment safety, cash management is conducive to improving the efficiency of capital use, obtaining certain investment income, and does not affect the company’s daily operating capital demand and the normal development of the company’s main business. Using idle self owned funds for cash management is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. To sum up, we agree that the company will use idle self owned funds of no more than RMB 800 million for cash management.
6、 Independent opinions on the use of temporarily idle raised funds for cash management
After carefully reviewing the proposal on cash management with temporarily idle raised funds deliberated at the second meeting of the third board of directors of the company, it is considered that:
The company plans to use the temporarily idle raised funds for cash management, and within the above limit, the decision-making procedures for the rolling use of funds comply with laws, regulations, normative documents and the articles of association, such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Relevant provisions of the company’s management system for raised funds. The company’s use of some temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal development of the company’s main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. To sum up, we agree that the company uses the temporarily idle raised funds for cash management.
7、 Independent opinions on mutual guarantee between the company and its subsidiaries and between subsidiaries in 2022
After carefully reviewing the proposal on mutual guarantee between the company and its subsidiaries and between subsidiaries in 2022 deliberated at the second meeting of the third board of directors of the company, it is considered that:
The relevant subjects of the external guarantee expected by the company are all subsidiaries of the company, whose subject qualification and credit status meet the relevant provisions of the company’s external guarantee, and the company has absolute control and can effectively control and prevent guarantee risks. The guarantee matters involved are conducive to improving the financing capacity of relevant subsidiaries and provide necessary guarantee to meet the needs of daily operation and business expansion of subsidiaries, Meet the needs of the company’s normal operation and development. We believe that the proposal of the guarantee plan is reasonable and in line with the provisions of relevant laws and regulations. The implementation of the proposal does not damage the interests of the company and all shareholders, especially minority shareholders.
8、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
After carefully reviewing the proposal on the prediction of the company’s daily connected transactions in 2022 deliberated at the second meeting of the third board of directors, it is considered that:
This connected transaction is necessary for the company’s normal production and business activities and is an important means for the company to make rational use of resources.
The pricing policies of various daily connected transactions strictly follow the general commercial principles of openness, fairness, impartiality and compensation for equal value, which is conducive to the development of relevant businesses of the company, will not have an adverse impact on the company’s sustainable operation ability, profitability and asset independence, and there is no situation of great dependence on connected persons. Ms. Wang Ying, a related director, abstained from voting. The transaction and decision-making procedures comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially the interests of minority shareholders.
9、 Independent opinions on changes in accounting estimates of the company
After carefully reviewing the proposal on the change of accounting estimates of the company considered at the second meeting of the third board of directors of the company, it is considered that:
This accounting estimate change of the company complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – accounting policies, accounting estimate changes and error correction and the actual operation of the company. The changed accounting estimates comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, can accurately reflect the company’s financial situation and operating results, and are in line with the legitimate interests of the company and all shareholders, especially minority shareholders. The review procedure of this accounting estimate change complies with the provisions of relevant laws and regulations and the articles of association. Therefore, we unanimously agree on the changes in accounting estimates of the company.
Independent directors: Jin Li, Fang Fang, Shang Shu March 28, 2022
