Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) independent director
On relevant matters of the 21st Meeting of the third board of directors of the company
separate opinion
In accordance with the relevant provisions of the company law and the articles of association, as an independent director of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the "company"), I express my independent opinions on the relevant matters considered at the 21st Meeting of the third board of directors of the company as follows:
1、 Independent opinions on the company's use of idle raised funds for cash management
In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of temporarily idle raised funds and make rational use of idle raised funds, the company plans to use an amount of no more than RMB 40 million (inclusive) to timely purchase low-risk financial products with high safety and good liquidity issued by banks, and the investment period of single products shall not exceed 12 months without affecting the normal progress of investment projects of raised funds and the development of main business. The purchase period is 12 months from December 16, 2021.
Within the above limit and period, the funds can be used in a circular and rolling manner, and the management of the company is authorized to handle matters related to the use of temporarily idle raised funds to purchase bank financial products. The specific matters shall be organized and implemented by the financial department of the company, and the idle raised funds shall be returned to the special account for raised funds when the cash management of idle raised funds expires.
We have checked the relevant materials of the above matters, and we believe that the company's use of idle raised funds for cash management will not affect the normal progress of the investment plan of raised funds, and there is no behavior of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and all shareholders, which is in line with the relevant regulatory provisions of the CSRC and Shenzhen Stock Exchange, We agree with the proposal on the company's use of idle raised funds for cash management.
2、 Independent opinions on applying to Bank Of China Limited(601988) Xi'an high tech Development Zone sub branch for a short-term working capital loan of 100 million yuan and providing guarantee to the actual controller of the company
For the further development of the company, the company plans to apply to Zhashui County branch of Agricultural Development Bank of China for a loan of 100 million yuan for daily operation. The loan term is one year, and the actual controller Xie Xiaolin and his spouse provide joint and several liability guarantee.
We have checked the relevant materials of the above matters, and we believe that this loan is conducive to alleviating the pressure of the company's working capital and supporting the company's business activities. The joint and several liability guarantee provided by the controlling shareholders and actual controllers of the company reflects the support of the controlling shareholders to the company and is in line with the interests of all shareholders. We agree to the proposal on applying to Bank Of China Limited(601988) Xi'an high tech Development Zone sub branch for a short-term working capital loan of 100 million yuan and providing guarantee to the actual controller of the company.
Independent director: Li Junde, Ren Haiyun, Jiao leipeng
March 31, 2022
