Yifan Pharmaceutical Co.Ltd(002019)
Independent opinions of independent directors on matters related to the 23rd Meeting of the seventh board of directors
As an independent director of Yifan Pharmaceutical Co.Ltd(002019) company (hereinafter referred to as "the company"), in accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the independent director system of listed companies, the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, the articles of association and the work system of independent directors of the company, We express independent opinions on the relevant matters of the 23rd Meeting of the seventh board of directors of the company as follows:
1、 Special instructions and independent opinions on the company's accumulated and current external guarantees and fund transactions with related parties
(1) On external guarantee:
After careful verification, the company earnestly implemented the national laws, regulations and provisions, and did not provide guarantees for the company's shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries, other related parties with less than 50% of the company's shares, any unincorporated units or individuals during the reporting period.
At the end of the reporting period, the accumulated external guarantee balance of the company and its holding subsidiaries was 29 Sichuan Dowell Science And Technology Inc(300535) 00 yuan, accounting for 34.33% of the audited net assets of the company in 2021, which were mutual guarantees between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries. The company and its holding subsidiaries did not provide guarantees for units outside the scope of the consolidated statements, nor did they have the accumulated amount of overdue guarantees, the amount of guarantees involved in litigation and the amount of losses that should be borne due to the judgment of losing the guarantee. After verification, the company's external guarantee has fulfilled the necessary decision-making procedures and is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the external guarantee provided by listed companies.
(2) About the capital transactions between the company and related parties:
During the reporting period, the company did not occupy the company's funds by controlling shareholders and their related parties, subsidiaries of shareholders and other related parties holding less than 50% of the company's shares.
2、 Independent opinions on the company's profit distribution plan in 2021
According to the audit results of the financial statements of the company in 2021 by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 27839895102 yuan, 0 yuan of legal surplus reserve was withdrawn, 435475502947 yuan of undistributed profit at the beginning of the year was added, 936602047 yuan of undistributed profit at the beginning of the year was reduced by the change of accounting policy, and 6167075385 yuan was distributed to the owners, In 2021, the actual distributable profit attributable to the shareholders of the listed company was 45621720617 yuan.
The company's net profit attributable to the owners of the parent company in 2021 was 22937748604 yuan, the statutory surplus reserve was 2293774860 yuan, plus the undistributed profit at the beginning of the year of 221516567523 yuan, the undistributed profit at the beginning of the year decreased by 273563533 Yuan due to the change of accounting policy, and 6167075385 yuan was distributed to the owners. The actual profit available for distribution by the shareholders of the parent company in 2021 was 235719902349 yuan.
The company's profit distribution plan for 2021: in 2021, the Company repurchased 7221842 shares in the form of centralized bidding transaction through the special securities account for share repurchase, with a total cumulative transaction amount of 12099192237 yuan (excluding handling fees), and the amount of cash dividends deemed to be 12099192237 yuan. According to the company law, the opinions on supporting listed companies to repurchase shares, the articles of association and other relevant provisions, and in combination with the actual production and operation of the company in 2021 and its future development prospects, the company plans not to pay cash dividends, bonus shares or convert capital reserve into share capital in 2021. The remaining undistributed profits will be used for production and operation in 2022 and rolled over to future years for distribution.
After careful deliberation, we believe that this profit distribution plan complies with the company law, the articles of association and other relevant provisions, is formulated by the company according to its actual production and operation situation, meets the production and operation needs at this stage, and there is no intentional harm to the interests of investors. We agree with the profit distribution plan for 2021 proposed by this board of directors. The profit distribution plan conforms to the actual situation of the company and helps to protect the interests of all shareholders, especially minority shareholders. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the internal control evaluation report of the company in 2021
In accordance with the basic norms of enterprise internal control and its supporting guidelines, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 - General Provisions on the annual internal control evaluation report of the CSRC, the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions of internal control supervision requirements, the company, in combination with the actual situation of operation and management, Continuously improve and optimize the internal control system to adapt to the changing external environment and the requirements of internal management. After careful deliberation, we believe that the company has established a relatively perfect internal control system, and various internal control systems can be well implemented in daily operation and management. The company's 2021 internal control evaluation report objectively reflects the true situation of the company's internal control, and we agree with the contents of the report. It is hoped that the company will continue to strengthen the implementation of internal control system, strengthen investment management and reduce investment risks.
4、 Independent opinions on the renewal of accounting firm
On April 11, 2022, the 23rd Meeting of the seventh board of directors of the company deliberated and approved the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, which was deliberated and approved by us in advance. After careful consideration and in combination with the professional practice ability of Lixin Certified Public Accountants (special general partnership) in the audit of the company in 2021, we believe that Lixin Certified Public Accountants (special general partnership) has rich experience and professional quality in the audit of listed companies, works diligently and conscientiously, can provide high-quality audit services for the company, and is conducive to protecting the interests of listed companies and other shareholders Especially for the interests of minority shareholders, they have sufficient independence, professional competence and investor protection ability, agree to continue to hire them as the company's 2022 audit institution, and agree to submit the matter to the company's 2021 annual general meeting for deliberation.
5、 Independent opinions on the proposal of the company to continue to use some idle raised funds for cash management
After careful deliberation, we believe that the company will continue to use the temporarily idle raised funds of no more than RMB 500 million for cash management this time, which is conducive to improving the use efficiency of funds and improving the operating efficiency of the company without affecting the effective implementation of raised investment projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, This time, the company used some idle raised funds for cash management, fulfilled the necessary procedures, and complied with the relevant provisions of 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 measures for the administration of raised funds of the company.
It is agreed that the company will use some idle raised funds for cash management this time.
6、 Independent opinions on the proposal of the company to use its own funds for entrusted financial management
After careful deliberation, we believe that the deliberation and voting procedures of the company's use of its own idle funds for entrusted financial management comply with relevant laws and regulations and the relevant provisions of the articles of association. The company and its subsidiaries within the scope of consolidated statements use idle self owned funds with a limit of no more than RMB 2 million to purchase short-term low-risk financial products of financial institutions with legal business qualification, which is conducive to improving the use efficiency of self owned funds and increasing the income of self owned funds, will not adversely affect the production and operation of the company and its subsidiaries within the scope of consolidated statements, is in line with the interests of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders. Agree that the company and its subsidiaries within the scope of consolidated statements use their own idle funds for entrusted financial management.
7、 Independent opinions on the proposal of the company to carry out foreign exchange derivatives trading business
After careful consideration, we believe that the company's foreign exchange derivatives trading business is mainly to avoid the foreign exchange risk caused by the fluctuation of RMB exchange rate, effectively control the cost uncertainty caused by foreign exchange risk, enhance the company's financial stability and meet the needs of the company's operation and development. The company has formulated the securities investment and derivatives trading management system and relevant risk control measures, which is conducive to strengthening the risk management and control of foreign exchange derivatives trading. Relevant businesses have fulfilled the corresponding decision-making procedures and information disclosure obligations, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Accordingly, the company is approved to carry out foreign exchange derivatives trading business.
8、 Independent opinions on accepting the proposal of the company's controlling shareholder and actual controller to provide guarantee for the company's bank loans and related party transactions
After careful deliberation, we believe that the company's proposal on continuing to accept the company's controlling shareholders and actual controllers to provide guarantees and related party transactions for the company's bank loans has been approved in advance when it was submitted to the board of directors for deliberation. Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, continued to provide guarantee for the company's bank loans, solved the problem of bank loan guarantee of the company and supported the development of the company. The guarantee company is exempted from paying guarantee fees, which reflects the support of the controlling shareholder and actual controller for the development of the company and is in line with the interests of the company and all shareholders. This time, Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, provided guarantee for the company's bank loans, which constituted a related party transaction. When the directors of the company considered the matter, the related directors avoided voting and did not exercise voting rights on behalf of other directors. The decision-making and voting procedures of related party transactions complied with relevant laws and regulations and the articles of association, and there was no behavior damaging the interests of the company and other shareholders. Agree to this connected transaction.
(IX) independent opinions on the proposal of repurchasing and canceling some restricted stocks in the 2019 restricted stock incentive plan
After careful consideration, we believe that: since some three incentive objects granted by the company's restricted stock incentive plan for the first time in 2019 have left their jobs and do not meet the incentive conditions, the company decided to buy back the restricted shares granted to the above-mentioned personnel but not yet lifted and cancel them. The repurchase price is 6.66 yuan / share and the repurchase amount is 139900 yuan; The company's performance did not meet the performance assessment conditions for the third lifting of restrictions in the 2019 restricted stock incentive plan (Draft). According to the provisions of the company's 2019 restricted stock incentive plan (Draft) and the authorization of the 2018 annual general meeting of shareholders, it was decided to repurchase and cancel all the restricted shares that had not been unlocked in the third lifting of restrictions granted for the first time and reserved in the 2019 incentive plan, The repurchase price is 6.66 yuan / share plus the interest of the bank deposit interest rate in the same period, and the repurchase amount is 566933 million yuan. The total repurchase amount is 568332 million yuan.
We believe that the above repurchase and cancellation of ex employees' granted non lifted restricted shares and the repurchase of granted non lifted restricted shares due to performance failure meet the assessment conditions comply with the relevant provisions of the administrative measures, the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 - business management, the 2019 restricted stock incentive plan (Draft) and the administrative measures for the implementation and assessment of the 2019 restricted stock incentive plan, The procedure is legal and compliant. The cancellation of this repurchase will not affect the continuous operation of the company or damage the interests of the company and all shareholders. We agree that the company shall repurchase and cancel the restricted shares granted but not yet lifted.
(x) independent opinions on the general election proposal of the board of directors
In accordance with the company law, the articles of association and other relevant provisions, and after the qualification examination by the nomination committee of the board of directors, the seventh board of directors of the company hereby nominates Mr. Cheng Xianfeng, Mr. Zhou Benyu, Mr. Ye Yiqun, Mr. Lin Xing and Mr. Feng Deqi as candidates for non independent directors of the eighth board of directors of the company; Nominate Mr. genhongcheng, Mr. Lei Xintu and Mr. Liu Hongquan as candidates for independent directors of the eighth board of directors of the company. We believe that the term of office of the seventh board of directors is about to expire, and the general election of the company is in line with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company's operation. According to the personal resumes and work conditions of the candidates for non independent directors and independent directors of the eighth board of directors nominated by the board of directors, it is not found that they are not allowed to serve as directors in accordance with the company law and other laws and regulations and the articles of association, and there is no situation that they are confirmed as prohibited from entering the market by the CSRC and the prohibition has not been lifted. The nomination procedure of director candidates complies with the relevant provisions of the company law and the articles of association, and does not harm the interests of the company's shareholders. After consulting the personal resumes, educational background and work conditions of the above three independent director candidates, it is not found that they have the conditions specified in Article 7 of the rules for independent directors of listed companies of the CSRC, have the independence that independent directors must have, and are qualified to serve as independent directors of the company.
We believe that the qualifications and nomination procedures of the above eight candidates for directors comply with the relevant provisions of the company law and the articles of association, and there is no damage to the shareholders' rights and interests of the company. We agree to the nomination of the above eight candidates for directors (including three candidates for independent directors), and agree that the three independent directors will be submitted to the 2021 annual general meeting of shareholders of the company together with the candidates for non independent directors after being reviewed and approved by Shenzhen Stock Exchange.
(no text below)
(there is no text on this page, which is the signature page of independent directors' independent opinions on relevant matters of the 23rd Meeting of the seventh board of directors of the company.) Signature of independent director:
Genhong Cheng Lei Xintu Liu Hongquan
April 13, 2022
