Independent director of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Independent opinions on relevant proposals of the 16th meeting of the 10th board of directors
In accordance with the governance standards for listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations and the articles of association of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as the “articles of association”), as an independent director of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as the “company”), we, in a prudent and responsible manner and based on independent judgment, Express the following independent opinions on relevant matters considered at the 16th meeting of the 10th board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
The company made a profit in 2021, but since the accumulated profit available for distribution by investors is negative, it is reasonable for the company not to make profit distribution and convert capital reserve into share capital in 2021. We agree to the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s continued employment of accounting firms
Express the following independent opinions on the company’s intention to renew the appointment of Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianjian certified public accountants”) as the auditor of the company’s financial report and Internal Control Auditor in 2022:
1. Tianjian certified public accountants has rich professional experience and the ability to undertake the internal control audit and financial report audit of listed companies. During many years as the company’s audit institution, the auditors are reasonably equipped, follow the independent, objective and fair practice standards, perform the audit procedures in strict accordance with relevant regulations, and carry out and complete the audit work diligently and responsibly; The audit report issued by it can truly, accurately and objectively reflect the company’s financial status, operating results and internal control status;
2. The review and voting procedures of this renewed accounting firm comply with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders;
3. Agree to renew the relevant proposal of the accounting firm and agree to submit it to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the company’s internal control evaluation report in 2021
According to the requirements of relevant laws and regulations such as the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control, the company has self evaluated the construction of the company’s internal control system as of December 31, 2021, and prepared the company’s 2021 annual internal control evaluation report on this basis. We have established and implemented the company’s internal control system during the construction and implementation of the company’s annual control system, which truly reflects the company’s actual internal control process. We agree to this motion.
4、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds
It is verified that 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, and there is no violation of laws and regulations in the deposit and use of the raised funds. The special report on the deposit and use of the company’s raised funds in 2021 prepared by the board of directors of the company complies with the provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) and relevant format guidelines, and truthfully reflects the deposit and actual use of the company’s raised funds in 2021. We agree with this report.
5、 Independent opinions on correction and retroactive adjustment of previous accounting errors
The correction and retroactive adjustment of accounting errors comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The corrected financial data and financial statements can truly and accurately reflect the operating results and financial position of the company in 2020, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The deliberation and voting procedures of this accounting error correction comply with the provisions of laws, regulations and the articles of association. We agree to the correction of accounting errors.
6、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The daily related party transactions between the company and related parties in 2022 belong to normal business transactions and are the needs of the company’s daily business development. During the transaction, the pricing is reasonable and fair, which has no adverse impact on the company’s financial status, operating results and independence, and there is no damage to the interests of the company and other shareholders. The deliberation and voting procedures of the proposal comply with the provisions of relevant laws, regulations and the articles of Association. We agree to the motion.
7、 Independent opinions on the specific progress of major asset restructuring and integration
In accordance with the relevant provisions of the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 6 – major asset restructuring, the company disclosed the specific progress of the company’s major asset restructuring and integration in the 2021 annual report. We believe that after completing the restructuring of Guangzhou Goldman Sachs Biotechnology Co., Ltd. (hereinafter referred to as “Goldman Sachs biotechnology”), the company strengthened its internal system construction and strictly implemented internal control procedures, Ensure that the daily operation and management of Goldman Sachs biology is standardized and efficient. Goldman Sachs biology completed its performance commitments in 2020 and 2021. The company’s integration measures for Goldman Sachs biology are reasonable and effective. The integration meets expectations and can protect the interests of the company and all shareholders.
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