Sirio Pharma Co.Ltd(300791) independent director
About the 7th Meeting of the 3rd board of directors of the company
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations and normative documents, as well as the relevant provisions of Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) and Sirio Pharma Co.Ltd(300791) independent director working system, As an independent director of the third board of directors of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant matters considered at the seventh meeting of the third board of directors of the company:
1、 Independent opinion on self-evaluation report of internal control in 2021
We carefully reviewed the company’s self-evaluation report on internal control in 2021, communicated with the management and relevant departments on relevant matters, and carefully checked the construction and operation of the company’s internal control system. After verification, we believe that: the company has basically established and improved the internal control system and internal control system, which meets the requirements of relevant national laws, regulations and regulatory authorities, can meet the needs of the company’s development at this stage, and plays an effective role in controlling and supervising the company’s operation and management; The self-evaluation report on internal control in 2021 is in line with the actual situation of the company’s internal control. The company’s internal control in business process, financial management and information disclosure is strict and effective in all major aspects, ensuring the normal operation and management of the company without major defects and important defects. Therefore, we unanimously agree to the 2021 internal control self-evaluation report prepared by the board of directors of the company.
2、 Independent opinions on the deposit and use of funds raised in 2021
After review, we believe that the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The deposit and use of the company’s 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, comply with the interests of all shareholders, and there is no violation of the deposit and use of raised funds. Therefore, we unanimously agree with the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company.
3、 Independent opinions on the company’s profit distribution plan in 2021
After review, we believe that the profit distribution plan of the company in 2021 can achieve the purpose of returning to the shareholders of the company. This plan takes into account the actual operation of the company in 2021 and the needs of the company’s future business development. There is no violation of laws, regulations or damage to the interests of the company’s shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agreed on the profit distribution plan and submitted it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the company’s expected guarantee line for bank credit application of wholly-owned subsidiaries in 2022
After review, we believe that: Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd. (hereinafter referred to as “Anhui xianle”) applies for a credit line from the bank to meet the capital needs of its business development or new projects and promote the better development of its business in the future, which is in line with the interests of the company and all shareholders. At the same time, the company has comprehensively evaluated the operation, asset quality, solvency and credit status of Anhui xianle, the guaranteed object. The guarantee provided by the company will not affect the normal operation and business development of the company, which is in line with the relevant provisions of the company law and the articles of Association. Therefore, we unanimously agree that the company will provide joint and several liability guarantee for the bank credit line applied by the wholly-owned subsidiary Anhui xianle in 2022, with the cumulative guarantee line not exceeding RMB 200 million (the specific guarantee amount shall be subject to the actually signed guarantee contract or the actual occurrence of financing business), authorize the management of the company to implement specific matters and submit them to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on determining the amount of long-term foreign exchange settlement and sales of the company in 2022
After review, we believe that the company and the bank carry out forward foreign exchange settlement and sales business to reduce the impact of exchange rate fluctuations on the company’s operating performance. Therefore, we unanimously agree that the company (including subsidiaries) carry out forward foreign exchange settlement and sales business within the limit of US $30 million, and authorize the management of the company to implement specific matters. The validity period is 12 months from the date of deliberation and approval by the board of directors, and submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on using idle raised funds for cash management
After review, we believe that under the condition of ensuring the normal development of the company’s investment projects with raised funds, continuing to use the temporarily idle raised funds for cash management is conducive to improving the use efficiency of the company’s funds and increasing the company’s capital income on the premise of controlling risks, without affecting the investment plan and construction progress of the raised funds, and there is no disguised change in the use of the raised funds or damaging the company and all shareholders, Especially the interests of minority shareholders; 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, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, etc. Therefore, we unanimously agree that the company will continue to use the temporarily idle raised funds of no more than 500 million yuan for cash management. The service life is 12 months from the date of deliberation and approval by the board of directors. Within the above amount and service life, the funds can be used on a rolling basis, and authorize the management of the company to implement specific matters.
7、 Independent opinions on the extension of some raised investment projects
After review, we believe that the postponement of some raised investment projects is a prudent decision made according to the actual implementation of the company’s raised investment projects and the needs of the market. It will not have a significant impact on the normal operation of the company, nor will it change the investment direction of raised funds and damage the interests of shareholders of the company. The company has fulfilled the necessary decision-making procedures for the postponement of some raised investment projects, which is in line with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds of listed companies and the provisions of the articles of association. We unanimously agree on the extension of some raised investment projects.
8、 Independent opinions on accumulated and current external guarantees in 2021
In 2021, the external guarantees provided by the company and its subsidiaries are shown in the table below, all of which are bank loan guarantees, and the guaranteed Anhui xianle is a wholly-owned subsidiary of the company. In addition to the above guarantees, the company does not provide guarantees for controlling shareholders and other related parties, any legal entity or individual.
Guarantor guaranteed amount guarantee start date guarantee type whether the performance has been completed by December 31, 2021
Sirio Pharma Co.Ltd(300791) Anhui xianle 80 million yuan on November 9, 2020 guarantee no
We believe that in 2021, the company strictly implemented the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association, notice on regulating the guarantee behavior of listed companies, Sirio Pharma Co.Ltd(300791) external guarantee management system and other relevant provisions. At present, the company and its subsidiaries have no illegal or overdue external guarantees.
9、 Independent opinions on the occupation of funds by controlling shareholders and other related parties in 2021
After review, we believe that during the reporting period, the company did not have any abnormal occupation of the company’s funds by controlling shareholders and other related parties. (there is no text below, which is the signature page of the independent opinions on relevant matters of the seventh meeting of the third board of directors of Sirio Pharma Co.Ltd(300791) independent directors)
(this page is the signature page of the independent opinions of Sirio Pharma Co.Ltd(300791) independent directors on relevant matters of the seventh meeting of the third board of directors)
Signature of independent director:
GUI Long Zhu
Hu Shiming
High opinion
April 12, 2002
