Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) independent director
The independent opinions on relevant matters of the 32nd meeting of the third board of directors are in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other laws Regulations, normative documents and relevant provisions of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the "articles of association"), we, as independent directors of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as the "company"), based on the principles of objectivity, fairness and impartiality and careful review of relevant bills and materials, express the following independent opinions on relevant matters of the 32nd meeting of the third board of directors of the company:
1、 Independent opinions on the company's 2021 profit distribution plan
The 2021 profit distribution plan of the company takes into account the reasonable return on investment of investors and the sustainable development of the company, and complies with the relevant provisions of the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and the dividend return plan for shareholders of the company (20182020), The decision-making procedures performed by the company comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company or shareholders, especially the interests of minority shareholders.
To sum up, we unanimously agree to the 2021 annual profit distribution plan of the company and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company's 2022 annual plan for daily connected transactions
The company's 2022 annual plan for daily connected transactions is formulated based on the changes of the market environment and the actual needs of the company's production and operation, follows the principles of fairness, impartiality, voluntariness and integrity, and complies with relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 - transactions and connected transactions, as well as the provisions of the company's management system for connected transactions. The pricing of related party transactions is fair, and there is no transfer of interests. The proportion of the estimated total amount of related party transactions to the estimated total amount of similar transactions of the company in 2022 is low, which will not lead to the company's greater dependence on related parties, and there is no situation that damages the interests of the company or shareholders, especially the interests of non related shareholders and minority shareholders.
The plan shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the 2021 internal control evaluation report
After verification, we believe that the company has established a relatively perfect internal control system, and all internal control systems comply with the relevant laws and regulations of China and the normative documents of the regulatory authorities on the governance of listed companies. The implementation of the internal control system is effective and the operation of the company is standardized and healthy. The 2021 internal control evaluation report objectively and truly reflects the establishment, improvement and operation of the company's internal control system.
4、 Independent opinions on the use of part of the temporarily idle raised funds and self owned funds for cash management. The company's use of part of the temporarily idle raised funds for cash management is carried out on the premise of ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC The relevant provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation do not change the purpose of the raised funds in a disguised manner, do not damage the interests of the company's shareholders, and do not affect the normal operation of the raised funds. At the same time, it can improve the use efficiency of funds, obtain certain investment income and further improve the performance level of the company, Seek more return on investment for the company and shareholders.
On the premise of complying with national laws and regulations, ensuring the safety of purchase funds and ensuring that it does not affect the normal production and operation of the company, the company and its subsidiaries use idle self owned funds to purchase financial products with high safety, good liquidity and low risk, which is conducive to improving the use efficiency of the company's self owned funds, obtaining certain investment income, further improving the overall performance level of the company and seeking more investment returns for the shareholders of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, we agree that the company will use the temporarily idle raised funds with a total amount of no more than 600 million yuan and the temporarily idle self owned funds with a total amount of no more than 600 million yuan for cash management, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinion on the company's reappointment of the audit institution in 2022
Lixin Certified Public Accountants (special general partnership) is qualified to carry out securities and futures related businesses. During his tenure as the company's audit institution, he followed the independent auditing standards for Chinese certified public accountants and diligently made full use of the company's financial situation and operating results. The company has fulfilled the necessary procedures for the renewal of the accounting firm.
To sum up, we agree that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the election of independent directors of the Fourth Board of directors
Through careful examination of the educational background, work experience and other relevant materials of Mr. Han Haimin, Mr. Wang Ruwei and Mr. besay, we believe that Mr. Han Haimin, Mr. Wang Ruwei and Mr. besay are qualified and qualified to serve as independent directors of listed companies, and there are no relevant laws and regulations such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation The normative documents, the articles of association and the company's independent director system stipulate that they are not allowed to serve as independent directors of the company. The board of directors of the company nominated Mr. Han Haimin, Mr. Wang Ruwei and Mr. besai as candidates for independent directors of the Fourth Board of directors. The deliberation and voting procedures comply with the relevant provisions of the company law and the articles of association.
To sum up, we unanimously agreed that the board of directors of the company nominated Mr. Han Haimin, Mr. Wang Ruwei and Mr. besay as candidates for independent directors of the company, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 7、 Independent opinions on the election of non independent directors of the Fourth Board of directors
The nomination procedure of non independent directors in the general election of the board of directors of the company is standardized and in line with the company law, the articles of association and other relevant provisions. After reviewing the qualifications of candidates for non independent directors and fully understanding the candidates' educational background, professional experience and professional quality, it is not found that they are not allowed to serve as directors in accordance with the company law and other laws and regulations and the articles of association, and there is no case that they are confirmed as prohibited from entering the market by the CSRC and the prohibition has not been lifted. All candidates for non independent directors meet the qualifications and conditions for serving as directors of listed companies. We unanimously agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the company's 2022 directors' remuneration plan
The 2022 directors' compensation plan of the company is formulated based on the changes in the working environment after the company's listing and with reference to the salary level of the industry. It gives better consideration to the incentive and restraint mechanism, is conducive to the long-term development of the company, and complies with the relevant provisions of relevant laws, regulations, normative documents and the articles of association of the company. There is no situation that damages the interests of the company or shareholders. We unanimously agree to the company's 2022 annual directors' remuneration plan and agree to submit the plan to the company's 2021 annual general meeting for deliberation.
9、 Independent opinions on the compensation scheme for senior managers of the company in 2022
The compensation plan for senior managers of the company in 2022 is formulated based on the changes in the working environment after the company's listing and with reference to the salary level of the industry. It gives better consideration to the incentive and restraint mechanism, is conducive to the long-term development of the company, complies with the relevant provisions of relevant laws, regulations, normative documents and the articles of association, and does not damage the interests of the company or shareholders. We unanimously agree to the company's 2022 senior management compensation plan.
10、 Independent opinions on the company's public offering of convertible corporate bonds
1. The issuance plan complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other relevant laws and regulations, as well as the relevant provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of association. The issuance of the company meets the relevant conditions and qualifications, the issuance scheme and plan are reasonable and feasible, and the relevant authorization arrangements comply with the relevant provisions of relevant laws and regulations, which is conducive to the efficient and orderly handling of the issuance.
2. The contents of the company's plan for this public offering of convertible corporate bonds are true, accurate and complete, without false records, misleading statements or major omissions, in line with the actual situation and long-term development plan of the company, in line with the interests of the company and all shareholders, and in no case that damages the interests of the company and other shareholders, especially minority shareholders. 3. The current effective rules for bondholders' meeting of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) convertible corporate bonds (March 2022) of the company can reasonably protect the interests of bondholders, take into account the interests of the company and all shareholders, and comply with the provisions of relevant laws and regulations.
4. The feasibility analysis report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) on the use of funds raised by public issuance of convertible corporate bonds prepared by the company this time fully explains the basic situation of the investment project with raised funds, the necessity and feasibility of project construction, which is conducive to investors' comprehensive understanding of the convertible corporate bonds issued by the company this time.
5. The public offering of convertible corporate bonds can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission. We agree to the company's public offering of convertible corporate bonds and agree to submit matters related to the public offering of convertible corporate bonds to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the report on the use of the previously raised funds
The report on the use of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) previously raised funds prepared by the company as of December 31, 2021 is true, accurate and complete, without false records, misleading statements and major omissions. The use of the company's previously raised funds complies with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, Comply with the relevant provisions of the company's measures for the administration of raised funds, and there are no violations in the storage and use of raised funds. Therefore, we agree to the proposal on the report on the use of the previously raised funds of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on public issuance of convertible corporate bonds, dilution of immediate return, filling measures and relevant commitments
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), and other laws According to the regulations and normative documents, in order to protect the interests of small and medium-sized investors, the company carefully analyzed the impact of the issuance of convertible corporate bonds on the dilution of immediate return, and put forward specific measures to fill the return.
The measures taken by the company to fill the diluted immediate return of this issuance are practical and feasible, which is conducive to improving the business scale and operating efficiency of the company. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the company's measures to fill the return, effectively protecting the interests of all shareholders. Therefore, we agree with the company's proposal on publicly issuing convertible corporate bonds, diluting the immediate return, taking filling measures and relevant commitments, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
13、 Independent opinions on related party transactions of the company
The company has formulated measures to reduce and standardize related party transactions, voting procedures for related party transactions and related party avoidance system in the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of association, related party transaction decision-making system and other systems. Since 2019, the company has effectively implemented the provisions of the above system. The related party transactions occurred during this period are necessary for the normal operation of the company. The transaction price is determined according to the market fair price. The related party transactions have performed the necessary legal approval procedures. The decision-making procedures are legal and effective, and there is no damage to the interests of the company's shareholders, especially the minority shareholders.
14、 Independent opinions on the company's horizontal competition
The controlling shareholders, actual controllers and enterprises controlled by the company have not participated in or engaged in businesses or activities that constitute or may form a direct or indirect competitive relationship with Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) and its subordinate enterprises in any form.
The controlling shareholders and actual controllers of the company have made commitments to avoid horizontal competition and issued the letter of commitment on avoiding horizontal competition. Since the listing of the company, the controlling shareholders and actual controllers of the company have always strictly fulfilled relevant commitments and effective measures to avoid horizontal competition. There is no horizontal competition between the company and its controlling shareholders, actual controllers and enterprises controlled by them.
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