Lingyi Itech (Guangdong) Company(002600)
Independent directors' opinions on the 19th meeting of the 5th board of directors of the company
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guidelines for the performance of duties of independent directors of listed companies (revised in 2020) and other relevant laws and regulations as well as the relevant provisions of the articles of association, as independent directors of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as "the company"), based on the principle of independent judgment, Carefully reviewed the relevant matters considered at the 19th meeting of the 5th board of directors of the company, and expressed the following independent opinions:
1、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
According to the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies issued by the CSRC, within the scope of the materials obtained and on the basis of the company's guarantee that the materials obtained are true, accurate and complete, we have carefully checked the occupation of the company's funds by the controlling shareholders and other related parties that occurred during the reporting period, in previous years and continued to the end of the reporting period, The following special instructions and independent opinions are hereby issued:
We believe that during the reporting period, the company did not occupy the company's funds by the controlling shareholders and other related parties, nor did the controlling shareholders and other related parties illegally occupy the funds in previous years and continued to the end of the reporting period.
2、 Special explanation and independent opinions on the external guarantee of the company
After verification, the company can conscientiously implement relevant regulations and strictly control the risk of external guarantee. During the reporting period, the company did not provide guarantee for controlling shareholders, other related parties, any unincorporated units or individuals, nor did it provide external guarantee in violation of regulations or overdue external guarantee.
To sum up, we believe that the company has strictly implemented the relevant laws and regulations, normative documents, departmental rules and the relevant provisions of the articles of association, and there is no damage to the rights and interests of the company and its shareholders, especially small and medium-sized shareholders.
After review, we believe that the company's profit distribution plan for 2021 is an objective judgment based on factors such as ensuring the company's long-term development and actual operating capital demand, complies with relevant provisions such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association, dividend management system and shareholder return planning, and does not damage the interests of the company's shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company's 2021 profit distribution plan and agree to submit the plan to the company's 2021 annual general meeting for deliberation.
4、 Independent opinions on the deposit and use of raised funds in 2021
After verification, we believe that the company manages the special account of raised funds in strict accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the management system for special storage and use of raised funds of a shares. The company's special report on the deposit and use of raised funds in 2021 truthfully reflects the actual deposit and use of the company's raised funds in 2021, and no major violations are found to damage the interests of the company and shareholders.
5、 Independent opinions on the self-evaluation report of the company's internal control
After verification, we believe that the company has established a relatively perfect internal control system, which complies with relevant laws and regulations and the relevant provisions of the articles of association. Various internal control systems meet the actual needs of the company's production and operation management and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control in all links of the company's operation and management, The company's self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
6、 Independent opinions on the company's securities investment in 2021
After verification, we believe that the company has fulfilled the necessary deliberation procedures before carrying out the entrusted financial management, and the entrusted financial management complies with the relevant laws and regulations and the relevant provisions of the articles of association. The securities investment of the company in 2021 was the purchase of financial products, and the source of funds was the idle self owned funds of the company, which had no impact on the normal production and operation of the company. The company has strict decision-making procedures and good risk control mechanism, which can be strictly followed and implemented. The risk is controllable, and there is no damage to the interests of the company and all shareholders. 7、 Independent opinions on the prediction of daily connected transactions in 2022
After verification, we believe that the daily related party transactions between the company and related parties are necessary for the normal operation of the company, belong to legitimate business behavior, follow the market-oriented principle, fair and reasonable, fair pricing, and there is no damage to the interests of the company and non related shareholders. The board of directors of the company has fulfilled the obligations of good faith and diligence in making resolutions on related party transactions. Related directors have avoided voting in accordance with relevant provisions, which is in line with relevant laws and regulations and the articles of association, and will not bring significant uncertainty risks to the continuous operation of the company. Therefore, we unanimously agree on the expected daily related party transactions of the company in 2022 and agree to submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the formulation of the company's shareholder return plan for the next three years (20222024)
After verification, we believe that the shareholder return plan for the next three years (20222024) formulated by the company can achieve sustained and stable investment return to investors and take into account the sustainable development of the company. On the premise of ensuring normal operation, the company adopts a reasonable way to distribute profits, which is conducive to protecting the legitimate rights and interests of investors, and complies with the relevant provisions of the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022), the articles of association and so on. Therefore, we unanimously agree to the above shareholder return plan and agree to submit it to the general meeting of shareholders of the company for deliberation. 9、 Independent opinions on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital
After verification, we believe that the decision to raise the remaining funds is necessary for the implementation of the project, which is in line with the actual needs of the company's development. After verification, we believe that the decision to raise the remaining funds is in line with the actual needs of the company's operation, Comply with the relevant 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 (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the company's raised funds management system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The procedures of the board of directors of the company to consider this matter comply with relevant regulations, unanimously agreed that the company would terminate the implementation of some raised investment projects and permanently supplement the remaining raised funds with working capital, and submitted this proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on share repurchase plan of the company
After verification, the share repurchase of the company complies with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations. The voting procedures of the meeting of the board of directors to consider the matter comply with the relevant provisions of laws and regulations and the articles of association, which is legal and effective.
All the shares repurchased by the company this time are intended to be used for employee stock ownership plan or equity incentive, which is conducive to further improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's core management team and technical backbone, and promoting the long-term development of the company. At the same time, the implementation of the company's share repurchase is conducive to safeguarding the interests of shareholders, enhancing investor confidence, establishing a good image in the capital market and promoting the sustainable development of the company in the future. The implementation of share repurchase is reasonable and necessary.
According to the company's operation, finance, R & D and capital status, this repurchase will not have a significant impact on the company's operation, finance and future development, and will not affect the company's listing status. The share repurchase plan is feasible.
11、 Independent opinions on matters related to termination of planning for issuing H shares and listing in Hong Kong
The termination of the company's planning to issue H shares this time is mainly due to the comprehensive and prudent consideration of the current actual situation of the company and the company's business development plan due to the environmental changes in the current capital market. The termination of the company's planning to issue H shares this time complies with the provisions of relevant laws, regulations and normative documents. After deliberation and approval by the 19th meeting of the Fifth Board of directors, the convening, deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The company's current operating condition is stable and good. The termination of the planning for the issuance of H shares and the withdrawal of the application documents will not have a significant impact on the company's daily production, operation and financial status. We agree that the company will stop planning to issue H shares and list them on the main board of the stock exchange of Hong Kong Limited.
12、 Independent opinions on the exercise conditions of the third exercise period of the stock option and restricted stock incentive plan in 2018 and the failure of the lifting of the restrictions during the lifting of the restrictions, and the cancellation of some stock options and the repurchase and cancellation of some restricted shares
In view of the first and reserved vesting conditions of the company's 2018 stock option and restricted stock incentive plan, the third exercise period of rights and interests, the unfulfilled conditions for the release of restrictions, the resignation of some incentive objects for personal reasons, and the personal performance appraisal result of 2020 is C (to be improved), according to the relevant provisions of Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft), The board of directors of the company agreed to cancel 14442175 stock options granted to 527 incentive objects for the first time but not yet exercised, 1525425 stock options granted to 243 reserved incentive objects but not yet exercised, repurchase and cancel 18890377 restricted shares granted to 420 incentive objects for the first time but not yet released, and 5135025 restricted shares granted to 200 reserved incentive objects but not released.
The cancellation of some stock options and the repurchase and cancellation of some restricted shares of the company this time comply with the provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the company's Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) and its abstract. The reasons, quantity and price for the cancellation of stock options and the repurchase and cancellation of restricted shares are legal and effective. The above matters will not affect the continuous implementation of the company's 2018 stock option and restricted stock incentive plan, have a significant impact on the company's operating performance, and will not affect the diligence of the company's management team. The company has fulfilled the necessary procedures, agreed to cancel some stock options and repurchase and cancel restricted shares, and submitted them to the general meeting of shareholders for deliberation.
13、 Independent opinions on the exercise conditions of the first exercise period of the stock option and restricted stock incentive plan in 2020 and the failure of the lifting of the restrictions during the lifting of the restrictions, and the cancellation of some stock options and the repurchase and cancellation of some restricted stocks
In view of the fact that the conditions for exercise and the conditions for lifting the restrictions during the first exercise period of the company's 2020 stock option and restricted stock incentive plan for the first time granting rights and interests have not been fulfilled, and some incentive objects have left the company, according to the relevant provisions of 0026 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) stock option and restricted stock incentive plan (Revised Draft), The board of directors of the company agreed to cancel 10819080 stock options granted to 379 incentive objects for the first time but not yet exercised, and agreed to repurchase and cancel 4428365 restricted shares granted to 365 incentive objects for the first time but not yet lifted the restrictions.
The cancellation of some stock options and the repurchase and cancellation of some restricted shares of the company this time comply with the provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the company's 0026 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) stock option and restricted stock incentive plan (Revised Draft) and its abstract. The reasons, quantity and price of cancellation of stock options and repurchase and cancellation of restricted shares are legal and effective. The above matters will not affect the continuous implementation of the company's 2020 stock option and restricted stock incentive plan, have a significant impact on the company's operating performance, and will not affect the diligence of the company's management team. The company has fulfilled the necessary procedures, agreed to cancel some stock options and repurchase and cancel restricted shares, and submitted them to the general meeting of shareholders for deliberation.
Independent directors: Liu Jiancheng, Li Dongfang and Yu Peng
April 7, 2022
