Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) independent director
Independent opinions on matters related to the 15th meeting of the 8th board of directors are in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the measures for the Administration of major asset restructuring of listed companies and other laws and regulations, as well as the Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) articles of Association (hereinafter referred to as the “articles of association”) As an independent director of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as “the company”), he carefully reviewed the relevant documents on the matters considered at the 15th meeting of the eighth board of directors and expressed the following independent opinions based on independent judgment:
1、 Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties in 2021
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf (2003) No. 56) and the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120) issued by the CSRC, we are responsible to the company, all shareholders and investors, According to the principle of seeking truth from facts, after carefully checking the capital occupation and external guarantee of the company’s controlling shareholders and other related parties, the independent opinions are as follows:
1. As of the end of the reporting period, the company had no non operating occupation of the company’s funds by controlling shareholders and other related parties.
2. As of the end of the reporting period, the company had no external guarantee in any form other than the holding subsidiary, nor any external guarantee that occurred in the previous period but continued to the reporting period.
2、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the plan proposed by the board of directors of the company not to carry out cash dividends or convert capital reserve into share capital in 2021 is based on the actual situation of the company, in line with the provisions of relevant laws, regulations and the articles of association, and there is no intentional damage to the interests of investors. Therefore, we agree to the plan proposed by the board of directors that there will be no cash dividend or capital reserve converted into share capital in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Matters concerning the provision for asset impairment
After verification, we believe that the company’s provision for asset impairment this time meets the requirements of the accounting standards for business enterprises and the company’s accounting policies. After the company’s provision for asset impairment, it can more objectively and fairly reflect the company’s asset status and operating results, and make the company’s accounting information about asset value more authentic, reliable and reasonable. The decision-making procedures of the board of directors for considering the matter are legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
Based on our independent judgment, we agree to the provision for asset impairment this time.
4、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that: at present, the company has established a relatively sound and perfect internal control system, all internal control systems comply with the relevant laws and regulations of China and the normative documents of the regulatory authorities on the governance of listed companies, the implementation of the internal control system is effective, and the operation of the company is standardized and healthy. The self-evaluation report on internal control in 2021 issued by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control.
5、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2021
According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, after careful verification, we believe that the company can strictly implement the salary system of directors, supervisors and senior managers in 2021, the actual salary received by the directors, supervisors and senior managers of the company is consistent with the disclosed salary, and the salary assessment system and salary payment procedures formulated are in line with relevant laws and regulations Regulations, articles of association and other relevant provisions.
6、 Matters concerning the company’s 2022 annual guarantee plan
After verification, the company’s guarantee plan is to meet the normal production and operation needs of the company and its subsidiaries, enhance the planning and rationality of the company’s external guarantee behavior, improve the company’s loan efficiency and reduce the overall financing cost. The guarantee is in line with relevant regulations, and the decision-making procedure is legal and effective. Therefore, we agree to the guarantee plan and submit it to the general meeting of shareholders for deliberation.
7、 Matters concerning financial assistance to holding subsidiaries and their subsidiaries
After verification, the financial assistance provided by the company to the holding subsidiary and its subsidiaries is carried out without affecting its normal operation, which helps to ensure the capital demand for the business development of the holding subsidiary and its subsidiaries and reduce the overall financing cost of the company. The financial assistance charges for the use of funds, and the provision of financial assistance complies with the provisions of relevant laws and regulations. The voting procedure is legal and effective, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company will provide financial assistance to its holding subsidiaries and their subsidiaries, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
8、 Independent opinion on the reappointment of the audit institution in 2022
In accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association and other relevant provisions, we have conducted a pre audit of the proposal on the renewal of the appointment of audit institutions in 2022. We believe that Dahua Certified Public Accountants (special general partnership) strictly followed the independent auditing standards for Chinese certified public accountants and issued independent audit opinions in a diligent, fair and reasonable manner. In order to ensure the smooth progress of the company’s audit work, we agree to continue to employ Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s general meeting for deliberation.
9、 Independent opinions on the donation of drugs to the provincial Red Cross Society and the implementation of ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) love trip – caring for the health of the elderly”
We believe that the company’s external donation meets the requirements of listed companies to actively fulfill their social responsibilities and has a positive impact on responding to the national strategy of common prosperity, promoting the high-quality development of Zhejiang and building a demonstration area of common prosperity. The deliberation and decision-making procedures of this external donation comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders.
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(there is no text on this page, which is the signature page of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) independent directors’ independent opinions on matters related to the 15th meeting of the 8th board of directors) independent directors:
Li Yongquan, Cao Yue, Zhou Yuejiang
April 13, 2022
