Sichuan Kelun Pharmaceutical Co.Ltd(002422) independent director
Prior approval opinions on relevant matters of the 11th meeting of the seventh board of directors
As an independent director of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as the "company") in accordance with the rules for independent directors of listed companies, the guidelines for self regulation and supervision of listed companies No. 1 - standardized operation of listed companies on the main board, the guidelines for governance of listed companies and other relevant laws and regulations, as well as the articles of association, working system of independent directors and other relevant provisions, Before the meeting, we obtained and carefully reviewed the relevant documents to be submitted to the 11th meeting of the 7th board of directors of the company for deliberation. Based on the position of independent judgment, we issued the following prior approval opinions:
1、 Prior approval opinions on the renewal of the company's accounting firm in 2022
After verification, KPMG Huazhen Certified Public Accountants (special general partnership) was able to conduct independent audit with a fair and objective attitude in the process of serving as the company's annual audit institution, showing due business level and professional ethics. It agreed to renew KPMG Huazhen Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agreed to submit the matter to the board of directors for deliberation.
2、 Prior approval opinions on the expected daily related party transactions of the company in 2022
In order to maintain the continuous and stable development of the company's production and operation, the company and its subsidiaries need to have related party transactions with Sichuan Kelun Pharmaceutical Trading Group Co., Ltd. and its subsidiaries (hereinafter referred to as "Kelun pharmaceutical trading group") in commodity sales, material procurement, acceptance and provision of labor services, and related party transactions with Yili Henghui Starch Co., Ltd. (hereinafter referred to as "Henghui starch") in processing raw materials and material procurement. The company expects that the total amount of related party transactions between the company and Kelun medical trade group in 2022 will not exceed 950 million yuan; The total amount of related party transactions with Henghui starch shall not exceed 85.2 million yuan. As for the above-mentioned daily related party transactions, we conducted a pre audit and found that the pricing was fair and did not harm the interests of the company and shareholders, and agreed to submit them to the board of directors for deliberation.
3、 Prior approval on the expected daily related party transactions between the company and Kelun medical equipment in 2022. In order to maintain the sustainable and stable development of the company's production and operation, the subsidiary of the company needs to have related party transactions with Jiangxi Kelun medical equipment manufacturing Co., Ltd. (hereinafter referred to as "Kelun medical equipment") for the purchase of syringes, infusion sets, indwelling needles, blood vessels and other products, The total amount of transactions between the company's subsidiaries and Kelun medical equipment in 2022 is expected to be no more than 76 million yuan. The above related party transactions help to enhance the richness of the company's products. As for the above-mentioned related party transactions, we conducted a pre audit and agreed to submit them to the board of directors for deliberation, considering that the pricing is fair and there is no harm to the interests of the company and shareholders.
4、 Prior approval opinions on the expected daily related party transactions between the company and Shisi Pharmaceutical Group in 2022
In order to maintain the sustainable and stable development of the company's production and operation, the company and its subordinate enterprises need to have daily related party transactions with Shijiazhuang No.4 Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Shijiazhuang No.4 Pharmaceutical Group") and its subordinate enterprises, such as purchasing materials and finished products, selling goods and providing services. The total estimated transaction volume between the company and Shijiazhuang No.4 Pharmaceutical Group and its subordinate enterprises in 2022 will not exceed 424 million yuan, At the same time, the company has signed the general product purchase and sales contract with Shijiazhuang No.4 Pharmaceutical Group on the expected transactions between the two sides in 20212023. As for the above-mentioned daily related party transactions, we conducted a pre audit and found that the pricing was fair and did not harm the interests of the company and shareholders, and agreed to submit them to the board of directors for deliberation.
