Shan Dong Kexing Bioproducts Co.Ltd(688136) the 32nd meeting of the first board of directors
Shan Dong Kexing Bioproducts Co.Ltd(688136)
Independent opinions of the 32nd meeting of the first board of directors
As an independent director of Shan Dong Kexing Bioproducts Co.Ltd(688136) (hereinafter referred to as “the company”), in accordance with the provisions of Shan Dong Kexing Bioproducts Co.Ltd(688136) articles of Association (hereinafter referred to as “the articles of association”) and other relevant laws, regulations and normative documents, and based on the position of independent judgment, we express the following opinions on the deliberation of relevant proposals at the 32nd meeting of the first board of directors of the company:
(I) proposal on internal control evaluation report in 2021
The independent directors of the company believe that the 2021 internal control evaluation report prepared by the company truly and accurately reflects the situation of the company’s internal control. The company has continuously improved its internal control system in 2021. The internal control system is complete and effective. All business activities of the company are carried out in strict accordance with relevant systems. All internal controls of the company are strict, sufficient and effective, which are in line with the actual situation of the company, can ensure the normal operation of the company’s operation and management, and all risks in the company’s operation can be effectively controlled. According to the identification standards of internal control defects in financial reports and internal control defects in non-financial reports, the company has no major defects or important defects in internal control, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. In conclusion, the independent directors of the company agree with the contents of the company’s internal control evaluation report in 2021.
(II) proposal on the company’s profit distribution plan for 2021
Independent opinions of independent directors on the rationality of low cash dividend level: the company’s annual profit distribution plan for 2021 complies with the relevant provisions of the company law and the articles of association, comprehensively analyzes the industry environment, the company’s current profitability and the actual situation of capital demand in the process of operation and development, takes into account the interests of all shareholders, is conducive to the stable development of the company, and does not harm the company, shareholders Especially the legitimate rights and interests of minority shareholders. In conclusion, we agree with the company’s profit distribution plan and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
(III) proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 the company’s special report on the deposit and actual use of the company’s raised funds in 2021 truly reflects the public opinion
Shan Dong Kexing Bioproducts Co.Ltd(688136) the 32nd meeting of the first board of directors
Relevant information on the deposit and use of raised funds in 2021. The deposit, use and management of the company’s raised funds comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies, and the relevant provisions of the company’s raised funds management system. There is no situation of changing the purpose of the raised funds in a disguised form and harming the interests of the company’s shareholders. There is no situation of untimely, inaccurate and incomplete disclosure of the information related to the raised funds. In conclusion, the independent directors of the company agreed to the special report on the deposit and actual use of raised funds in 2021 prepared by the company.
(IV) proposal on the remuneration standard for directors, supervisors and senior managers of the company in 2022
The salary payment standard of the company’s directors, supervisors and senior managers in 2022 is determined according to the position, job responsibilities, experience and qualifications, the company’s internal salary system and the performance appraisal coefficient. It is conducive to mobilizing the work enthusiasm of the directors and senior managers of the company, is conducive to the long-term development of the company, and does not damage the interests of the company and minority shareholders.
(V) proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through summary procedures
This time, the general meeting of shareholders is requested to authorize the board of directors to handle the specific matters of the conditions for issuing shares to specific objects through summary procedures. There is no violation of relevant laws, regulations, normative documents or the articles of association. Therefore, we agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
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