Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Independent opinions of independent directors
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 Shanghai Stock Exchange and other relevant laws and regulations and the relevant provisions of the Shanghai Pharmaceuticals Holding Co.Ltd(601607) articles of Association (hereinafter referred to as the “articles of association”), we, as independent directors of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as the “company”), based on independent and objective judgment, Independent opinions on the relevant proposals considered at the 29th meeting of the seventh board of directors are as follows: I. independent opinions on the company’s daily connected transactions / continuous connected transactions in 2022
After reviewing the company’s proposal on daily connected transactions / continuous connected transactions in 2022, the independent directors of the company, based on the principles of fairness, impartiality and good faith, express the following opinions:
1. This daily connected transaction / continuous connected transaction complies with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions;
2. This day-to-day connected transaction / continuing connected transaction is necessary for the daily operation of the company, is necessary and continuous, and does not affect the independence of the company. The transaction price is determined according to the market price, and the pricing is fair and reasonable. There is no situation that damages the interests of the company and shareholders, especially minority shareholders;
3. The daily connected transactions / continuous connected transactions have been approved by independent directors in advance;
4. When the board of directors considered the daily connected transactions / continuous connected transactions, the connected / connected directors took the initiative to withdraw, and the voting procedure was legal and effective. 2、 Independent opinions on the appointment of senior managers of the company
1. After reviewing the resumes of Mr. Zhong Tao, Mr. Li Dongming and Mr. Pan Deqing, we believe that the candidates have the professional knowledge and relevant experience necessary to perform their duties, have good professional ethics, and their qualifications meet the relevant provisions of the company law and the articles of Association; We agree to appoint Mr. Zhong Tao, Mr. Li Dongming and Mr. Pan Deqing as the vice president of the company without finding that they are not allowed to serve as senior managers of the company according to the company law, and that they have been identified as market forbidden persons by the CSRC and the prohibition has not been lifted.
2. The appointment of the company’s senior managers discussed by the board of directors follows the principles of fairness, impartiality and openness, complies with the company law, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, and does not harm the interests of the company and other shareholders.
3、 Independent opinions on the company’s profit distribution plan in 2021
After reviewing the company’s profit distribution plan for 2021, the independent directors of the company, based on the principles of fairness, impartiality and good faith, express the following opinions:
The company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of Association; There is no situation that damages the interests of the company and shareholders, especially minority shareholders; After prior approval, we agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the general meeting of shareholders for deliberation. 4、 Independent opinions on the company’s continued employment of accounting firms
The independent directors of the company, after reviewing the company’s proposal on the renewal of the appointment of accounting firm, in the principle of fairness, impartiality and good faith, express the following opinions:
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) meets the company’s future audit needs in terms of professional qualification, professional ability, investor protection ability, independence and integrity; Proper and sufficient performance of relevant review procedures; After prior approval, we agree to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s general meeting for deliberation. 5、 Independent opinions on the proposal on the change of the company’s accounting policies
Based on the principles of fairness, impartiality and good faith, the independent directors of the company express the following opinions:
1. The change of accounting policies complies with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions;
2. This change of accounting policy is a reasonable change to the company’s financial situation, financial position and financial position in accordance with the notice on printing and distributing the interpretation of accounting standards for Business Enterprises No. 14 (CAI Kuai [2021] No. 1), the notice on adjusting the scope of application of the accounting treatment provisions on rent concessions related to covid-19 pneumonia epidemic (CAI Kuai [2021] No. 9) and the relevant provisions of the question and answer on the implementation of accounting standards for business enterprises issued by the Ministry of finance of China No significant impact on operating results and cash flow; The changed accounting policies can objectively and fairly reflect the company’s financial situation and operating results, and do not damage the interests of the company and shareholders, especially medium and small shareholders, which is in line with the overall interests of the company and its shareholders;
3. The change of accounting policy has been approved by independent directors in advance;
4. The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
After reviewing the proposal of the company on renewing the financial service agreement and related party / connected transaction with Shanghai Shangshi Group Finance Co., Ltd., the independent directors of the company, based on the principles of fairness, impartiality and good faith, express the following opinions:
1. This daily connected transaction / continuous connected transaction complies with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions;
2. This day-to-day connected transaction / continuing connected transaction is necessary for the daily operation of the company, is necessary and continuous, and does not affect the independence of the company. The transaction price is determined according to the market price, and the pricing is fair and reasonable. There is no situation that damages the interests of the company and shareholders, especially minority shareholders;
3. The daily connected transactions / continuous connected transactions have been approved by independent directors in advance;
4. When the board of directors considered the daily connected transactions / continuous connected transactions, the connected / connected directors took the initiative to withdraw, and the voting procedure was legal and effective. 7、 Independent opinions on the risk disposal plan for financial business with Shanghai Shangshi Group Finance Co., Ltd. and the risk continuous assessment report of Shanghai Shangshi Group Finance Co., Ltd
Shanghai Shangshi Group Finance Co., Ltd. (hereinafter referred to as “finance company”) as a non bank financial institution, its business scope, business content and process, internal risk control system, etc. are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission. The risk disposal plan for Shanghai Pharmaceuticals Holding Co.Ltd(601607) and Shanghai Shangshi Group Finance Co., Ltd. developed by the company helps to ensure the safety of the company’s deposit funds in the finance company, prevent, timely control and resolve capital risks. We believe that the plan is sufficient and feasible, the relevant decision-making procedures comply with laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. After reviewing the Shanghai Pharmaceuticals Holding Co.Ltd(601607) report on continuous risk assessment of Shanghai Shangshi Group Finance Co., Ltd. issued by the company, we believe that the report is objective and fair, fully reflects the business qualification, business and risk status of the financial company, and the relevant decision-making procedures comply with the provisions of laws, regulations and the articles of association, without damaging the interests of the company and its shareholders, especially small and medium-sized shareholders.
8、 Independent opinions on the company’s 2022 annual guarantee plan
After reviewing the company’s proposal on external guarantee plan in 2022, the independent directors of the company, based on the principles of fairness, impartiality and good faith, express the following opinions:
In order to meet the needs of Shanghai Pharmaceuticals Holding Co.Ltd(601607) business development and meet the guarantee financing needs of Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries, the external guarantee amount of Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries in 2022 is about RMB 29052245 million (including RMB 253247 million, US $53 million and New Zealand 80 million, and the foreign currency is converted according to the middle rate published by the people’s Bank of China on December 31, 2021), Including: (I) Shanghai Pharmaceuticals Holding Co.Ltd(601607) the amount of external guarantee plan of the Department in 2022 is RMB 2 million, US $530 million and New Zealand $80 million; (II) the holding subsidiary of Shanghai Pharmaceuticals Holding Co.Ltd(601607) has an external guarantee plan of RMB 8324.7 million in 2022; (III) Shanghai Pharmaceuticals Holding Co.Ltd(601607) the amount of guarantee plan provided by the headquarters and its holding subsidiaries for the enterprise business within the scope of expected new merger in 2022 is RMB 300 million. (IV) Shanghai Pharmaceuticals Holding Co.Ltd(601607) the headquarters and its holding subsidiaries plan to increase guarantee financing business for international business expansion in 2022, with an amount equivalent to RMB 1000000. (V) Shanghai Pharmaceuticals Holding Co.Ltd(601607) the headquarters and its holding subsidiaries estimate that the amount of guarantee plan for the bill pool in 2022 is RMB 2 million.
As for the guarantee content involved in items (I) and (II), it will help to improve the company’s financing conditions, save financial expenses, meet the needs of the company’s overall development, and the guaranteed enterprise is in stable operation and has the ability to guarantee performance. The counter guarantee involved in the guarantee plan can protect the interests of the guarantor; As for the guarantee content involved in items (III) and (IV), the newly added merger scope enterprises in 2022 mainly involve domestic and foreign new and new M & A projects. Taking its possible business volume as a reference, it is to ensure its business development. On the premise of not exceeding the total guarantee amount, the guaranteed party is the adjustable guarantee plan amount of a wholly-owned subsidiary (including a newly established wholly-owned subsidiary); For the guarantee content involved in Item (V), the development of the group’s bill pool business is conducive to saving the company’s resources, reducing financial costs and improving the utilization rate of funds. The participating enterprises are Shanghai Pharmaceuticals Holding Co.Ltd(601607) headquarters and holding subsidiaries, and the company has the ability to control its operation and management risks.
In view of the operation needs and equity structure of the guaranteed party, the guarantees provided in the external guarantee plan in 2022 are provided according to the share ratio, with contingent counter guarantee guarantee. Generally speaking, the guarantee risk undertaken by the company is controllable and does not harm the interests of the company’s shareholders, especially the minority shareholders. The annual guarantee plan of 2022 is approved by the company and submitted to the general meeting of shareholders in advance. (this page is the signature page of independent opinions on relevant proposals considered at the 29th meeting of the seventh board of directors of the company) independent director: Cai Jiangnan independent director: Hong Liang independent director: Gu Chaoyang independent director: Huo Wenxun
Shanghai Pharmaceuticals Holding Co.Ltd(601607) March 29, 2002 (this page is the signature page of independent opinions on relevant proposals considered at the 29th meeting of the seventh board of directors of the company) independent director: Cai Jiangnan independent director: Hong Liang independent director: Gu Chaoyang independent director: Huo Wenxun
Shanghai Pharmaceuticals Holding Co.Ltd(601607) March 29, 2002 (this page is the signature page of independent opinions on relevant proposals considered at the 29th meeting of the seventh board of directors of the company) independent director: Cai Jiangnan independent director: Hong Liang independent director: Gu Chaoyang independent director: Huo Wenxun
Shanghai Pharmaceuticals Holding Co.Ltd(601607) March 29, 2002 (this page is the signature page of independent opinions on relevant proposals considered at the 29th meeting of the seventh board of directors of the company) independent director: Cai Jiangnan independent director: Hong Liang independent director: Gu Chaoyang independent director: Huo Wenxun
Shanghai Pharmaceuticals Holding Co.Ltd(601607) March 29, 2002
