Sichuan Kelun Pharmaceutical Co.Ltd(002422) independent director
Independent opinions on relevant matters of the 11th meeting of the 7th board of directors
As an independent director of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company"), in accordance with relevant laws and regulations such as the rules for independent directors of 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 corporate governance of listed companies and relevant provisions such as the articles of association and the working system of independent directors of the company, on the basis of carefully reviewing relevant materials, Based on the position of independent judgment, the independent opinions on the relevant matters considered at the 11th meeting of the seventh board of directors are as follows:
1、 Independent opinions on the special explanation of the company's accumulated external guarantee and fund occupation in the reporting period
In accordance with the company law, the guideline for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, we have carefully checked the external guarantees of the company and the occupation of the company's funds by controlling shareholders and other related parties in 2021, and now express our independent opinions as follows:
1. No controlling shareholders or other related parties occupied the funds of the listed company during the reporting period;
2. During the reporting period, the company did not provide guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries, other related parties holding less than 50% of the company's shares, any unincorporated units or individuals; 3. As of December 31, 2021, the guarantee balance of the company to its subsidiaries was RMB 3.108 billion.
2、 Independent opinions on 2021 profit distribution plan
The profit distribution plan for 2021 launched by the company conforms to the company's profit distribution policy and the shareholder return plan for the next three years (20212023), conforms to the current actual situation of the company, is conducive to the sustainable, stable and healthy development of the company and will not damage the interests of the company and investors. It agrees with the profit distribution plan for 2021 proposed by the board of directors of the company and agrees to submit this matter to the 2021 annual general meeting of shareholders for deliberation.
3、 Independent opinions on the renewal of the company's accounting firm in 2022
According to the rules for independent directors of listed companies and other provisions, KPMG Huazhen Certified Public Accountants (special general partnership) has been verified to be able to conduct independent audit with a fair and objective attitude in the process of serving as the company's annual audit institution, and has demonstrated its due business level and professional ethics in the audit process, The company agrees to renew the appointment of KPMG Huazhen Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agrees to submit this matter to the 2021 annual general meeting for deliberation.
4、 Independent opinions on the self-evaluation report of the company's internal control in 2021
According to the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, after carefully reading the contents of the report, communicating with the company's management and relevant management departments, and consulting the company's management system, we believe that:
1. During the reporting period, the company formulated or revised a number of management systems and strengthened internal control. At present, the internal control system meets the requirements of relevant Chinese laws, regulations and securities regulatory authorities, as well as the actual needs of the company's current production and operation;
2. The company's internal control measures have played a good role in the control of all processes and links of enterprise management;
3. The self evaluation report of the board of directors on the company's internal control in 2021 objectively and truly reflects the construction and operation of the company's internal control system. We agree with the report.
5、 Independent opinions on the expected daily related party transactions of the company in 2022
In 2021, the company conducted related party transactions according to the actual operation, and the actual transaction amount of purchasing materials and entrusted processing from Yili Henghui Starch Co., Ltd. (hereinafter referred to as "Henghui starch") was slightly lower than the expected amount; The actual transaction amount of commodity sales / labor services provided to Sichuan Kelun Medical Trade Group Co., Ltd. and its subsidiaries (hereinafter referred to as "Kelun medical trade group") is slightly lower than the expected amount; The actual transaction amount of purchasing goods / receiving labor services from Kelun medical trade group is higher than the expected amount, but the amount exceeding the expected amount does not meet the standard that should be submitted to the board of directors for deliberation as required.
In 2022, the daily related party transactions between the company and Kelun medical trade group, Henghui starch and other companies are expected to be a market-oriented choice for the company to operate normally and improve economic benefits, meet the actual business needs of the company and increase the company's operating income. The transactions follow the principle of "objectivity, impartiality, equality and voluntariness", and the transaction price is determined through negotiation according to the market price, which is fair and reasonable; The above related party transactions will not affect the independence of the company, and the company's main business will not rely on or be controlled by related parties due to such transactions. No damage to the interests of the company and shareholders, especially the interests of minority shareholders, is found. The related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with relevant national laws, regulations, normative documents and the articles of association. We agree to the above connected transactions and agree to submit them to the general meeting of shareholders for deliberation.
6、 Independent opinions on the expected daily related party transactions between the company and Kelun medical equipment in 2022
In 2021, the company conducted related party transactions according to the actual operation, and the actual transaction amount purchased from Jiangxi Kelun medical device manufacturing Co., Ltd. (hereinafter referred to as "Kelun medical devices") was slightly lower than the expected amount.
In 2022, the related party transaction between the company and Kelun medical equipment is expected to be a market-oriented choice for the company to operate normally and improve economic benefits, which is in line with the actual business needs of the company. The purchase price of the company is based on the market price, follows the principle of fair and reasonable pricing, and the deliberation and voting procedures are legal. No damage to the interests of the company and shareholders, especially the interests of minority shareholders, is found.
7、 Independent opinions on the expected daily related party transactions between the company and Shisi Pharmaceutical Group in 2022
In 2021, because the capacity matching of Shijiazhuang No.4 Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Shijiazhuang No.4 Pharmaceutical Group") and its subordinate enterprises and companies needs to be run in, the capacity matching did not meet the expectation, resulting in a decrease in the transaction amount compared with the expectation, which is a normal situation in the transaction process.
The company expects that the total amount of related party transactions between the company and Shijiazhuang No.4 Pharmaceutical Group and its subordinate enterprises due to the purchase of goods, sales of goods and provision of services will not exceed 424 million yuan in 2022. The company has signed the general product purchase and sales contract with Shijiazhuang No.4 Pharmaceutical Group on the expected transactions between the two parties in 20212023. Such related party transactions are a market-oriented choice for the company to operate normally and improve economic benefits. They meet the actual business needs of the company and can increase the company's operating revenue. The transaction price is based on the market price, follows the fair and reasonable pricing principle, and the deliberation and voting procedures are legal. No damage to the interests of the company and shareholders, especially the interests of minority shareholders, is found.
8、 Independent opinions on the remuneration of the company's senior managers in 2021 and the remuneration scheme in 2022
The company assessed the senior managers and determined the remuneration of senior managers in 2021 in accordance with the remuneration plan for senior managers of the company approved at the first meeting of the seventh board of directors.
At the same time, the company has drawn up the salary plan for senior managers in 2022, which determines the salary standard of senior managers according to the working position, work performance, contribution and other factors of senior managers, and in combination with the company's business performance, rewards and punishments and annual performance appraisal results. The plan meets the needs of the company's future development, is conducive to mobilizing the enthusiasm and creativity of the company's senior managers, improving the company's operation and management efficiency, maintaining the stability of the core management team and promoting the sustainable and healthy development of the company. The company's remuneration in 2021 and the remuneration plan in 2022 comply with the provisions of relevant laws, regulations and the articles of Association; It is conducive to the diligence of senior managers, the stable operation and long-term development of the company, and there is no damage to the interests of the company and investors. We agree with the remuneration of senior managers in 2021 and the remuneration scheme in 2022.
9、 Independent opinions on the foreign exchange hedging business of the company and its subsidiaries
The company and its subsidiaries carry out hedging business in combination with the actual business situation, follow the hedging principle and do not take speculation as the purpose, which is conducive to avoiding and preventing the adverse impact of large exchange rate fluctuations on the company's financial expenses and overall operation, and controlling foreign exchange risk. The feasibility analysis report issued by the company's management on hedging business complies with the provisions of laws and regulations and the company's business development needs, and is feasible. Hedging is carried out under the principle of legality and prudence, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company and its subsidiaries carry out hedging business.
10、 Independent opinions on temporarily replenishing working capital with some idle raised funds
Without affecting the construction progress of the project invested by the raised funds, the company temporarily replenishes some idle raised funds for working capital, which is mainly used for business activities related to the main business. There is no disguised change in the purpose of the raised funds, and there is no damage to the interests of the company's shareholders, which will not have a substantive impact on the project. The service life of the idle raised funds temporarily used to supplement working capital shall not exceed 12 months. At the same time, the company does not return the previously raised funds used to temporarily supplement working capital, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will temporarily replenish the working capital with idle raised funds of no more than RMB 300 million. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration.
11、 Independent opinions on the use of bank acceptance bills to pay the funds of raised investment projects and equal replacement with the raised funds
The company's use of bank acceptance bills to pay the funds involved in the raised investment projects will help accelerate the turnover speed of the company's bills, reasonably improve the payment methods of raised investment projects, reduce the company's financial costs, improve the use efficiency of raised funds, comply with the interests of the company and shareholders, will not affect the normal implementation of the company's raised investment projects, and will not change the investment direction of raised funds in a disguised manner and damage the company and all shareholders, Especially the interests of minority shareholders. We agree that during the implementation of the raised funds project, the company will use the bank acceptance bill to pay the funds involved in the raised funds project according to the actual situation, and transfer the same amount from the special account of raised funds to the general account of the company.
12、 Independent opinions on matters related to the company's restricted stock incentive plan in 2021
With regard to the Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) (hereinafter referred to as "incentive plan (Draft) (Second Revision)") and other relevant documents formulated by the company, all independent directors believe that:
1. The company is not prohibited from implementing equity incentive as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents. The company has the subject qualification to implement equity incentive plan.
2. The formulation, contents and review procedures of the incentive plan (Draft) (Second Revision) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the administrative measures; There is no violation of the provisions of laws and regulations on the granting date of restricted shares, the amount of restricted shares granted to all shareholders, and there is no damage to the interests of all shareholders during the granting period, special restrictions on the granting date of restricted shares.
3. The incentive objects of the company's restricted stock incentive plan comply with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents on job qualifications, and the scope of incentive objects specified in the incentive plan (Draft) (Second Revision); At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures and other laws, regulations and normative documents, and the subject qualification of the incentive object is legal and effective.
4. The assessment system of the company's restricted stock incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the purpose of the examination of the restricted stock incentive plan.
5. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
6. The company's implementation of equity incentive plan is conducive to further optimize the corporate governance structure, improve the company's assessment and incentive system, combine the interests of shareholders and core management, mobilize the enthusiasm of senior managers, core managers and core technical (business) personnel, and realize the long-term stability of the company's talent team and industrial operation.
In conclusion, we agree that the company will implement the restricted stock incentive plan and submit the relevant proposals of the restricted stock incentive plan to the general meeting of shareholders for deliberation.
13、 Independent opinions on the appointment of deputy general manager of the company
(I) this appointment is conducted on the basis of fully considering the comprehensive situation of the employed personnel, such as their educational background, professional experience and professional quality, and has obtained their own consent. The appointment procedure complies with the relevant provisions of the company law, the articles of association and other laws and regulations, and is legal and effective.
(II) the senior managers employed this time have not found any circumstance that they are not allowed to serve as senior managers of the company as stipulated in the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and have not been punished by the CSRC and other relevant departments and the stock exchange, There is no case that the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and it is not a dishonest person.
(III) agree that the board of directors of the company appoint Mr. Fan Wendi, Ms. Liao Yihong and Ms. Wang Liang as deputy general managers of the company.
