Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) independent director
The special explanation and independent opinions on the external guarantee of the company in 2021 are in accordance with the company law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantee of listed companies of China Securities Regulatory Commission, the stock listing rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) external guarantee management system, As an independent director of Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), we have carefully checked the external guarantee of the company in 2021 based on the principles of objectivity, fairness and impartiality and careful review of relevant materials. Now we issue special instructions and independent opinions on the relevant situation as follows:
In accordance with the company law, the basic norms of enterprise internal control and its supporting guidelines, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, the company has formulated the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) external guarantee management system based on the articles of association and in combination with its own actual situation, and made specific and clear provisions on the risk management and information disclosure of external guarantee. During the reporting period, the company standardized the management of external guarantees in strict accordance with Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) external guarantee management system, and established relatively perfect procedures for the review and approval of external guarantees. With the approval of the 2020 annual general meeting of shareholders, the general manager or chief financial officer of the company is authorized to handle the mutual guarantee of the company and its wholly-owned subsidiaries with their own credit or assets on behalf of the company within the amount of 800 million yuan.
As of December 31, 2021, the company has no external guarantee, no illegal occupation of the company’s funds with the controlling shareholders and other related parties except for operating capital transactions, and no entrusted loan or debt repayment to the controlling shareholders and other related parties through financial institutions.
To sum up, we believe that the company has strictly standardized the management of external guarantee and effectively controlled financial and operational risks. The relevant information disclosed by the company reflects the external guarantee of the enterprise in a timely, true, accurate and complete manner, faithfully fulfilled the obligation of information disclosure and did not harm the interests of shareholders, There is no violation of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, the stock listing rules of Shanghai Stock Exchange and the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) external guarantee management system of CSRC.
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