Yifan Pharmaceutical Co.Ltd(002019)
Report on the work of independent directors in 2021
In 2021, as an independent director of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as the “company”), I strictly followed the company law of the people’s Republic of China, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, as well as the articles of association and the working system of independent directors of the company, On the premise of maintaining the independence of independent directors, they are diligent and responsible, offer advice and suggestions for improving the operation and management of the company, independently and fairly exercise the functions and powers of independent directors, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, I attended the company’s meetings as follows:
1. Attendance at board meetings
In 2021, the company held 8 meetings of the board of directors, including 3 on-site plus communication meetings and 5 communication voting meetings. I personally attended them without absence. In 2021, I had no objection to all proposals of the board of directors and voted in favour of them without objection or abstention.
2. Attendance at the general meeting of shareholders
In 2021, the company held two general meetings of shareholders, and I attended the meeting as a nonvoting delegate.
3. Attendance at meetings of committees under the board of directors
In 2021, the company held one nomination committee meeting for communication voting; Hold one strategy committee meeting to vote for communication; The salary and assessment committee was held for 3 times, all of which were communication voting meetings. I attended the above meetings in person without absence. I carefully considered all proposals and voted in favour without objection or abstention.
2、 Independent opinions
In accordance with the rules for independent directors of listed companies, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions, as an independent director of the company, I have expressed independent opinions on the company’s major matters, the use of raised funds, incentive plans and other matters in 2021.
Serial number publication time specific matters opinion type
Independent consent on matters related to the 14th (Interim) meeting of the seventh board of directors
1. Legislative opinions on January 5, 2021
2. Independent consent on matters related to the 15th (Interim) meeting of the seventh board of directors on February 26, 2021
Opinions
3. Prior approval and consent of the 16th meeting of the seventh board of directors on March 31, 2021
See and independent opinion
4. Independent consent to the 18th (Interim) meeting of the seventh board of directors on June 25, 2021
opinion
Independent opinions on relevant matters of the 19th meeting of the seventh board of directors;
5. On August 30, 2021, the company agreed to occupy the funds of controlling shareholders and other related parties and assume external responsibilities of the company
Special description and independent opinions on insurance
6. Agreement on relevant matters of the 21st (Interim) meeting of the seventh board of directors on November 19, 2021
separate opinion
If the independent director is unable to express his opinion or dissent during the reporting period, it is the case that the independent director is unable to express his opinion or dissent. The details are as follows:
(I) independent opinions on relevant matters at the 14th (Interim) meeting of the seventh board of directors held by the company
1. Independent opinions on the achievement of the conditions for lifting the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2019
After verification, I think:
(1) The company complies with the implementation of the equity incentive plan stipulated in the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents and the 2019 restricted stock incentive plan (Draft), the company has the subject qualification for the implementation of the equity incentive plan, and there is no situation that the incentive object specified in the equity incentive plan cannot be lifted;
(2) The company’s restricted stock incentive plan in 2019 has not violated the provisions of relevant laws and regulations and the interests of the company and all shareholders in terms of the lifting of the restriction on the sale of restricted shares granted to each incentive object (including the lifting of the restriction period, the lifting of the restriction conditions, etc.);
(3) The incentive object whose restriction can be lifted this time has met the conditions for lifting the restriction specified in the restricted stock incentive plan in 2019 (including the company’s performance evaluation requirements and the individual performance evaluation requirements of the incentive object), and its qualification as the main body of the incentive object whose restriction can be lifted this time is legal and effective.
To sum up, the conditions for lifting the restrictions on sales in the first period of lifting the restrictions on sales in the reserved grant part of the company’s restricted stock incentive plan in 2019 have been achieved, and 2392000 restricted shares of 59 incentive objects meet the conditions for lifting the restrictions on sales specified in the equity incentive plan. Therefore, I agree with the company to handle the matters related to the lifting of the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2019.
2. Independent opinions on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan
After verification, I think:
Due to the resignation of some 6 incentive objects and one incentive object reserved for granting in 2019 restricted stock incentive plan for the first time due to personal reasons, they lose the qualification to participate in the incentive plan as incentive objects and no longer meet the conditions to become incentive objects. After deliberation by the board of directors of the company, it was decided to cancel the qualification of the above incentive objects and repurchase and cancel all the restricted shares granted but not lifted, totaling 224000 shares. The repurchase price was 6.66 yuan / share, with a total amount of RMB 149184 million, Among them, 204000 shares of restricted shares that have been granted to 6 incentive objects for the first time but have not been lifted and 20000 shares of restricted shares that have been granted to 1 incentive object for reserved grant but have not been lifted are repurchased and cancelled.
In my opinion, the above-mentioned repurchase cancellation of restricted shares granted but not lifted are in line with the relevant provisions of the measures for the administration of equity incentive of listed companies, the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive, the 2019 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2019 restricted stock incentive plan, and the procedures are legal and compliant, This repurchase cancellation of the company will not affect the continuous operation of the company, nor will it damage the interests of the company and all shareholders.
I agree with the company to repurchase and cancel the above restricted shares that have been granted but have not been lifted.
To sum up, I agree with the company to handle the matters related to the repurchase and cancellation of restricted shares granted to the above resigned personnel but not lifted, and submit the matter to the latest general meeting of shareholders for deliberation.
(II) independent opinions on relevant matters at the 15th (Interim) meeting of the seventh board of directors held by the company
1. Independent opinions on the proposal of the company to continue to use some idle raised funds to temporarily supplement working capital
Through the understanding and verification of the use of the company’s raised funds, I believe that the company’s use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds and reducing the company’s financial expenses, which is in the interests of all shareholders. The temporary replenishment of working capital will not affect the normal implementation of the company’s investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form. The procedures performed by the company comply with the relevant provisions of laws, regulations and company systems. It is agreed that the company will use the idle raised funds of RMB 600 million to temporarily supplement the working capital. The use time shall be from the date of approval of the 15th (Interim) meeting of the seventh board of directors (i.e. from February 25, 2021), and the use period shall not exceed 12 months.
(III) prior approval opinions and independent opinions on relevant matters of the 16th (Interim) meeting of the seventh board of directors held by the company
1. Prior approval opinion
(1) Prior approval opinions on the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2021
After verification, I think:
Lixin Certified Public Accountants (special general partnership) has rich experience and professional quality in the audit business of listed companies, and has demonstrated professional ability and diligence in the audit work of the company in 2020. It is agreed to renew its appointment as the audit institution of the company in 2021 for one year, and agree to submit this proposal to the 16th meeting of the seventh board of directors for deliberation.
(2) Prior approval opinions on the proposal on continuing to accept the guarantee and related party transactions provided by the controlling shareholders and actual controllers of the company for the company’s bank loans
After verification, I think:
In order to support the development of the company and solve the problem of providing guarantee for the company’s bank loans, Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, plans to provide guarantee for the company’s bank loans with a total amount of no more than 1.6 billion yuan with his personal credit or company shares. For this guarantee, the company does not need to pay any guarantee fee to the controlling shareholder and actual controller of the company, nor does it need to provide any form of counter guarantee. This guarantee does not damage the rights and interests of the company and minority shareholders.
I believe that the behavior of the controlling shareholder and actual controller of the company providing guarantee for the company’s bank loans constitutes a connected transaction, and agree to submit the proposal on accepting the guarantee and connected transaction provided by the controlling shareholder and actual controller for the company’s bank loans to the 16th meeting of the seventh board of directors of the company for deliberation.
2. Independent opinion
(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 1866773700 yuan, accounting for 22.12% of the company’s audited net assets in 2020, 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 2020 profit distribution plan
According to the audit results of the company’s 2020 financial statements by Lixin Certified Public Accountants (special general partnership), the company’s net profit attributable to the shareholders of the listed company in 2020 was 96839056355 yuan, the statutory surplus reserve was 0 yuan, plus the undistributed profit at the beginning of the year of 350979167362 yuan, and the owner was distributed 12342720770 yuan. The actual distributable profit attributable to the shareholders of the listed company in 2020 was 435475502947 yuan. In 2020, the net profit attributable to the owners of the parent company was 90496159888 yuan, the statutory surplus reserve was 9049615988 yuan, and the undistributed profit at the beginning of the year was 15241274394 yuan. The company distributed 12342720770 yuan to the owners. In 2020, the actual profit available for distribution by the shareholders of the parent company was 221516567523 yuan.
The profit distribution plan complies with the provisions of the articles of association and national laws and regulations, and there is no intentional damage to the interests of investors. I agree with the 2020 profit distribution plan proposed by the board of directors. This profit distribution plan is in line with the actual situation of the company and helps to protect the interests of all shareholders, especially minority shareholders. I agree to submit the plan to the 2020 annual general meeting of shareholders of the company for deliberation.
(3) Independent opinions on the application of the company and its holding subsidiaries to financial institutions for credit lines and guarantee lines within the scope of the company’s consolidated statements
On March 29, 2021, the 16th meeting of the seventh board of directors of the company deliberated and approved the proposal on the company and its holding company applying for credit line from financial institutions and guarantee line within the scope of the company’s consolidated statements. The company estimated the total guarantee line in the next 12 months, and provided a total guarantee line of 350 million yuan for subsidiaries with asset liability ratio less than 70%. At the same time, when the guarantee event actually occurs, Timely disclosure of progress announcement.
The purpose of providing mutual guarantee between companies is to support and ensure the normal production and operation and capital use of subsidiaries, further improve their economic benefits, which is in line with the overall interests of the company. The guarantee will not damage the interests of the company and shareholders. The above credit and guarantee application has fulfilled the necessary decision-making procedures, complied with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on credit and external guarantee of listed companies, agreed to this credit and guarantee forecast, and agreed to submit it to the 2020 annual general meeting of shareholders.
(4) Independent opinions on the company’s internal control evaluation report in 2020
In accordance with the basic norms of enterprise internal control and its supporting guidelines, the CSRC’s 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, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions of internal control supervision requirements, and 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, I think the company has established a relatively
