Betta Pharmaceuticals Co.Ltd(300558)
Independent opinions of independent directors on matters related to the 30th meeting of the third board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the rules for independent directors of listed companies and other laws and regulations of China Securities Regulatory Commission, as well as Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as “the company”) the working system of independent directors As an independent director of the company, in line with the attitude of seeking truth from facts, being serious and responsible, and based on the position of independent judgment, we listened to the reports of relevant personnel and reviewed relevant materials on the matters considered at the 30th meeting of the third board of directors of the company. After serious discussion and review, we express the following independent opinions.
1、 Special instructions and independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
As an independent director of the company, we have carefully checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties during the reporting period, and believe that: during the reporting period, the capital transactions between the company and related parties are normal operating capital transactions, and the company’s controlling shareholders and other related parties do not occupy the company’s funds, nor do they occupy the funds in previous years that continue to the reporting period; The company does not provide guarantee for controlling shareholders, actual controllers and other related parties, unincorporated units or individuals; As of the end of the reporting period, the company had no guarantee for its holding subsidiaries.
2、 Independent opinions on 2021 profit distribution plan
We believe that the company’s profit distribution plan for 2021 complies with relevant laws and regulations and the relevant provisions of the articles of association, and comprehensively considers the company’s current actual operation status, development stage and profitability. It not only maintains the continuity and stability of profit distribution, but also reflects the company’s reasonable investment return to investors, but also is conducive to the sustainable, stable and healthy development of the company. We agree to the profit distribution of the company in 2021 and agree to submit the matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2021
We believe that the remuneration of the company’s directors, supervisors and senior managers in 2021 takes into account the company’s operation in 2021, achievement of performance indicators and industrial remuneration level, which is consistent with the actual situation of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the remuneration of directors, supervisors and senior managers of the company in 2021 and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
We have carefully reviewed and verified the company’s special report on the deposit and use of raised funds in 2021, and believe that the deposit and use of 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, and there is no behavior of changing the purpose of raised funds in a disguised form, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders; The company’s disclosure of the actual storage and use of the raised funds to the majority of investors is true, accurate and complete, and there are no false records, misleading statements or major omissions.
5、 Independent opinion on self evaluation report on internal control in 2021
We have carefully reviewed the company’s self-evaluation report on internal control in 2021 and believe that the report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. The company has established a sound internal control system in accordance with the requirements of relevant laws and regulations, and various internal control systems have been effectively implemented and implemented, which has played an important role in regulating the company’s related party transactions, foreign investment, use of raised funds and other matters.
6、 Independent opinions on the renewal of accounting firm
Through the review of the quality and service level of audit services provided by Bixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin”) for the company over the years, we believe that Lixin has rich experience and professional quality in the audit of listed companies, adheres to the principles of independence, objectivity and impartiality, and diligently performs its audit responsibilities in the process of serving as the company’s audit institution, Issue various professional reports for the company on time, which can comprehensively, objectively and fairly reflect the company’s financial situation and operating results. The audit committee of the company has proposed to the board of directors to reappoint Lixin as the audit institution of the company in 2022. In conclusion, we recognize the integrity and investor protection ability of Lixin, agree to renew the appointment of Lixin as the company’s audit institution in 2022, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the company’s use of idle self owned funds for cash management
We believe that the company’s current operating condition is good, its financial condition is stable, its cash flow is stable, and its internal control system is sound. On the basis of controlling risks and ensuring capital liquidity and safety, the company makes rational use of some idle self owned funds and timely purchases bank principal guaranteed financial products, which is conducive to improving capital use efficiency, increasing income and will not affect the company’s daily operation and development, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The company’s purchase of principal guaranteed financial products with idle self owned funds complies with relevant laws and regulations and the articles of association, and has fulfilled the necessary approval procedures. We agree that the company will use its idle self owned funds with a maximum amount of no more than 1 billion yuan to purchase principal guaranteed financial products with high security and good liquidity, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on using idle raised funds for cash management
We believe that the company’s internal control system is perfect and the internal control measures are in place. On the premise of ensuring the fund demand and fund safety of the fund-raising projects, using part of the idle raised funds for cash management is conducive to improving the use efficiency of the raised funds and reducing the financial cost of the company, which is in line with the interests of the company and all shareholders. The company’s use of idle raised funds for cash management complies with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the articles of association. There is no disguised change in the purpose of raised funds, the relevant approval procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will use the idle raised funds with a maximum amount of no more than 400 million yuan for cash management, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the application of the company and its subsidiaries for comprehensive financing line and the provision of guarantee for financing within the financing line
The company and its subsidiaries apply to banks and other financial institutions for comprehensive financing with a total amount of no more than 2 billion yuan, and provide each other with a guarantee of no more than 2 billion yuan within the financing limit, in order to better meet the capital needs of the company and its subsidiaries for daily production, operation and business development, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company and its subsidiaries apply for comprehensive financing line and provide guarantee for financing within the financing line, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
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[there is no text on this page, which is the signature page of the independent opinions of Betta Pharmaceuticals Co.Ltd(300558) independent directors on relevant matters of the 30th meeting of the third board of directors] independent directors:
Jiangnan Cai Zhao Jun, Wang Wei, Huang Xinqi April 1, 2022
