Honz Pharmaceutical Co.Ltd(300086)
Independent opinions of independent directors on the 23rd Meeting of the 5th board of directors and other related matters. As an independent director of Honz Pharmaceutical Co.Ltd(300086) (hereinafter referred to as “the company”), in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the working system of independent directors, the articles of association and other relevant laws, regulations and rules of the company, Express the following independent opinions on the relevant proposals of the 23rd Meeting of the Fifth Board of directors and the relevant matters of the company in 2021:
1、 Independent opinions on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 is in line with the current actual situation of the company, conducive to the sustainable and stable development of the company, and there is no situation damaging the interests of all shareholders, especially small and medium-sized investors. Therefore, we agree with the company’s profit distribution plan and agree to submit this proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the company’s raised funds management system, and there are no violations in the deposit and use of raised funds.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
As an independent director of the company, we have carefully reviewed the self-evaluation report on internal control in 2021 prepared by the board of directors of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the articles of association, the working system of independent directors and other relevant rules and regulations, The following independent opinions are hereby expressed: (I) the current internal control system and control system of the company have been basically established and improved, and have been effectively implemented. (II) since the formulation of the company’s internal control system, the company’s internal control over the use of raised funds, major investments and information disclosure has been strict, sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and is reasonable and effective.
(III) the self-evaluation report on internal control in 2021 prepared by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control system, and there are no false records, misleading statements or major omissions.
4、 Prior approval and independent opinions on daily connected transactions in 2022
After the independent directors of the company approved the daily connected transaction plan in advance, they agreed to submit the plan to the 23rd Meeting of the Fifth Board of directors for deliberation, and expressed the following independent opinions:
The daily related party transactions of the company in 2022 are expected to occur due to the needs of normal production and operation. The transactions are carried out in accordance with the market-oriented principle and do not harm the interests of the company and shareholders. Therefore, we agree to the proposal on daily related party transactions in 2022.
5、 Independent opinions on applying for comprehensive credit line from financial institutions
After verification, we believe that the relevant matters of the proposal are to meet the needs of the operation and development and daily working capital turnover of the company and its wholly-owned subsidiaries, holding subsidiaries and holding subsidiaries, and are in line with the company’s overall development strategy. The company has control over its wholly-owned subsidiaries, holding subsidiaries and holding subsidiaries, and its financial risks are within the scope of effective control. The relevant credit and guarantee of the proposal will not damage the interests of the company and shareholders, and this event will not have an adverse impact on the normal operation and business development of the company. The contents and decision-making procedures of this proposal comply with the requirements of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange. Therefore, we agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the external guarantee of the company and the occupation of the company’s funds by the company’s controlling shareholders and other related parties in 2021
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the articles of association and the external guarantee management system, we, as independent directors of the company, After inquiry and necessary verification of the capital occupation and external guarantee of the company’s controlling shareholders and other related parties, based on the principle of objectivity and impartiality, the following special instructions and independent opinions are issued on the capital occupation and external guarantee of the company’s controlling shareholders and other related parties during the reporting period (January 1, 2021 to December 31, 2021):
(I) during the reporting period, there was no illegal occupation of funds by controlling shareholders and their subsidiaries;
(II) external guarantee
1. During the reporting period, the company did not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties.
2. During the reporting period, the company’s approved guarantees for subsidiaries are as follows:
Guarantee objects of Zhongshan Kangzhi Health Technology Co., Ltd., Guangdong Kangda Pharmaceutical Co., Ltd. and Zhongshan love daily necessities
Ltd., Hainan Kangzhi Medical Technology Co., Ltd., Hainan Kangzhi Biotechnology Co., Ltd
The approved guarantee amount is 150 million yuan
Zhongshan Kangzhi Health Technology Co., Ltd. is 25 million yuan, Guangdong Kangda Pharmaceutical Co., Ltd. is 60 million yuan, Zhongshan love daily necessities Co., Ltd. is 65 million yuan, Hainan Kangzhi Medical Technology Co., Ltd. is 31 million yuan, and Hainan Kangzhi Biotechnology Co., Ltd. is 10 million yuan
Zhongshan Kangzhi Health Technology Co., Ltd. from March 6, 2019 to January 31, 2024, guarantee period of Guangdong Kangda pharmaceutical
Ltd., from February 1, 2019 to January 31, 2024, Zhongshan love daily necessities Co., Ltd., May 20, 2021
By May 20, 2022, Hainan Kangzhi Medical Technology Co., Ltd. from June 15, 2020 to June 14, 2030, and Hainan Kangzhi Biotechnology Co., Ltd. from April 24, 2021 to March 22, 2022
Guarantee type joint and several liability guarantee
According to the 21st Meeting of the Fourth Board of directors of the company, the guarantee decision-making procedures for 2017, 2018, 2019 and 2020
Approved by the general meeting of shareholders
Whether the secured debt is overdue
3. The company has no major external guarantee contracts that occurred in the previous period and continued to the reporting period, no external guarantee or illegal guarantee, and no guarantee liability due to the default of the guaranteed party’s debt.
The approval procedures of the company’s external guarantee comply with the articles of association, the external guarantee management system, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, and fully reveal and control the risks of external guarantee.
(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 23rd Meeting of the 5th board of directors)
Independent director: Zheng Jianzhao
Chen Sidong
Zhang Jicheng
