Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) independent director
Independent opinions on matters related to the 17th meeting of the 5th board of directors
As an independent director of Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as the “company”) in accordance with the rules for independent directors of listed companies, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s working system for independent directors, We reviewed the relevant proposals considered at the 17th meeting of the 5th board of directors and now express independent opinions on relevant matters as follows: I. profit distribution plan for 2021
The company’s profit distribution plan for 2021 is in line with the actual situation of the company, the provisions and requirements of the articles of association and the shareholder return plan for the next three years (20212023), which is conducive to the sustainable and stable development of the company and does not harm the interests of the company and shareholders. Therefore, we agree to the 2021 profit distribution plan proposed by the company. 2、 Proposal on the remuneration of senior managers of the company in 2021
The remuneration of the company’s senior managers in 2021 complies with the provisions of the remuneration system for senior managers and the remuneration level of the company’s industry and region. The assessment and payment procedures comply with the provisions and requirements of relevant laws and regulations, the articles of association and so on.
3、 Self evaluation report on internal control in 2021
After carefully reviewing the contents of the company’s self-evaluation report on internal control in 2021 prepared by the board of directors, comprehensively inspecting the establishment and implementation of various management systems of internal control, and communicating with the management and relevant management departments, we believe that:
The company has established a relatively perfect internal control system and relevant systems, which meet the requirements of relevant laws and regulations, regulatory authorities and the current management and development requirements of the company. Relevant systems have been effectively implemented to ensure the orderly development of the company’s business activities. The 2021 internal self control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
4、 Independent opinions on capital transactions of related parties and external guarantees of listed companies
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other relevant laws and regulations, in the attitude of being responsible to the company, all shareholders and investors, and in accordance with the principle of seeking truth from facts, after carefully understanding and carefully investigating the capital transactions and external guarantees between the company’s controlling shareholders and other related parties and the company during the reporting period, we believe that:
1. During the reporting period, the capital transactions between the company and the controlling shareholders and other related parties belong to normal operating capital transactions. The approval degree has been fulfilled in accordance with the provisions of the articles of association and the related party transaction decision-making system, and disclosed in accordance with the corresponding information disclosure requirements. There are no capital transactions and capital occupation that should be disclosed but not disclosed, There are no illegal related parties occupying funds in the previous period and accumulated until December 31, 2021.
2. As of the end of the reporting period, the company has fulfilled the necessary approval procedures for the relevant guarantees provided by the company for the subsidiaries and subsidiaries within the consolidation scope. In addition, the company does not provide guarantees for the controlling shareholders, actual controllers and other related parties, any unincorporated units or individuals; The actual controlling shareholder and the controlling party did not provide guarantee for others.
3. The company has established a relatively perfect internal control system to prevent major shareholders and other related parties from occupying the company’s funds, and has defined the “freeze upon occupation” mechanism in the articles of association, which can effectively prevent major shareholders and other related parties from occupying the company’s funds and infringing on the interests of the company and other shareholders.
5、 Proposal on using self owned funds to purchase financial products and carry out cash management
On the premise of ensuring liquidity and capital safety, using idle self owned funds to purchase low-risk financial products is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s self owned fund income on the premise of controlling risks, which will not have an adverse impact on the company’s operation, is in line with the interests of the company and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the company agrees to use its own funds of no more than 2 billion yuan (or equivalent foreign currency) for cash management and purchase low-risk financial products (including bank breakeven financial products).
6、 Proposal on carrying out foreign exchange derivatives trading in 2022
The company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business in order to effectively avoid foreign exchange market risks, prevent the adverse impact of large exchange rate fluctuations on the company’s production and operation, and help to enhance the company’s financial stability. The company has established a corresponding risk control mechanism, which is conducive to strengthening transaction risk management. The deliberation procedure of the proposal complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, the company is approved to carry out the above foreign exchange derivatives trading business.
7、 Proposal on applying for credit line and providing guarantee from banks in 2022
In 2022, the company (including its subsidiaries / grandchildren) applied to the bank for credit line and provision of guarantee, which has fulfilled the approval procedures of the board of directors and will be submitted to the general meeting of shareholders for deliberation. It complies with the provisions of relevant normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of the main board and the articles of association, It can meet the capital needs of the company’s overall production and operation, is conducive to the smooth development of the company’s overall production and operation, and does not damage the interests of the company or minority shareholders. Therefore, it is agreed to apply to the bank for credit line and guarantee in 2022.
Independent directors: Chen Junfa, Wang Zhaohui, LV Chuan April 11, 2002
