Jinhe Biotechnology Co.Ltd(002688) independent director
On relevant matters of the 27th meeting of the 5th board of directors
separate opinion
As an independent director of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as “the company”) in accordance with relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guiding opinions on the establishment of independent director system in listed companies and the provisions of the articles of association and independent director system, Express the following independent opinions on the relevant matters considered at the 27th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period. 2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reviewing the self-evaluation report on internal control in 2021 and relevant materials, we believe that the company’s existing internal control system meets the relevant provisions of laws, regulations and the articles of association, meets the needs of the current actual situation of the company’s production and operation, and can be effectively implemented. The self evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system.
3、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After verification, the preparation of the special report on the storage and use of annual raised funds of the company complies with the provisions of relevant laws and regulations, truly and objectively reflects the storage and use of the company’s raised funds in 2021, and the storage 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 storage and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds.
4、 Independent opinions on the external guarantee of the company
During the reporting period, the company’s external guarantees were all guarantees for wholly-owned subsidiaries or holding subsidiaries. There were no external guarantees other than wholly-owned subsidiaries or holding subsidiaries. The company did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals. As of December 31, 2021, the actual external guarantee balance of the company was 275657 million yuan. The company and its subsidiaries have no overdue external guarantee. The external guarantee complies with relevant regulations and legal approval procedures, and can earnestly perform the obligation of information disclosure of external guarantee in accordance with relevant laws and regulations, and there is no behavior damaging the interests of the company and shareholders (especially minority shareholders).
5、 Independent opinions on the company’s profit distribution plan in 2021
Based on the company’s plan to implement the company’s plan on repurchasing some public shares, and taking into account the needs of the company’s daily production and operation, the company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund in 2021. The undistributed profits of the company are used to ensure the daily production and operation development of the company and supplement the needs of working capital.
6、 Independent opinion on the renewal of ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
ShineWing Certified Public Accountants (special general partnership) has the audit qualification to carry out securities and futures related businesses, and has rich experience and ability to provide audit services for listed companies. In the work of providing audit services for the company, ShineWing certified public accountants has scrupulously performed its duties, completed the audit work well, and the audit report issued can fairly and truly reflect the financial status and operating results of the company. The decision-making procedures on the renewal of his appointment as the company’s audit institution in 2022 comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and do not harm the interests of the company and minority shareholders. We agree to renew the appointment of ShineWing Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 and submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers
After verification, the company has formulated the remuneration plan for directors, supervisors and senior managers and other relevant materials. We believe that the remuneration plan for directors, supervisors and senior managers of the company is formulated according to the size and actual operation of the company and the remuneration level of the industry in which the company is located, which is conducive to mobilizing the work enthusiasm of directors, supervisors and senior managers of the company and strengthening directors The sense of diligence of supervisors and senior managers is conducive to the long-term development of the company. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association.
8、 Independent opinions on the expected related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022
The related party transactions between the company and its subsidiaries and Inner Mongolia Jinhe construction and installation Co., Ltd. are reasonable estimates of the company’s daily related party transactions in 2022 based on daily business needs. This related party transaction was reviewed at the 27th meeting of the Fifth Board of directors of the company, and the related directors avoided during the voting process. Its decision-making procedures comply with the requirements of relevant laws and regulations, which is legal and effective; The pricing of related party transactions is fair and equitable; The company’s main business will not form significant dependence on related parties due to related party transactions, which will not affect the independence of the company. We agree to the expected related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022.
9、 Explanation on the great difference between the actual situation and the expected situation of the company’s daily related party transactions in 2021
The daily related party transactions of the company in 2021 are determined according to the actual contract amount signed by both parties and the implementation progress. The daily related party transactions in 2021 are expected to be the upper limit of the business that may occur between both parties in 2021, with great uncertainty. The actual transactions between the company and related parties are priced according to the market principle, fair and reasonable, do not harm the interests of the company and minority shareholders, and are conducive to the sustainable and steady development of the company.
10、 Independent opinions of independent directors on the company’s provision for asset impairment in 2021
The independent directors believe that the company’s provision for asset impairment this time is based on the principle of prudence, in line with the accounting standards for business enterprises, 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 relevant accounting policies of the company, and can objectively and fairly reflect the financial status and operating results of the company in 2021. The provision for asset impairment of the company this time is in line with the overall interests of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the provision for asset impairment of the company this time.
11、 Independent opinions on the scheme of repurchasing some public shares
After verification, the company plans to use all the shares of the public to implement the equity incentive plan. We express the following independent opinions:
1. The repurchased shares comply with the company law, the securities law, the measures for the administration of equity incentives of listed companies, the rules for share repurchases of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchases, the articles of association and other relevant provisions;
2. All the shares repurchased by the company will be used to implement the equity incentive plan, which is conducive to protecting the interests of investors, enhancing investors’ confidence in the company and motivating employees of the company; Better promote the sustainable and steady development of the company;
3. The company’s repurchase fund comes from the company’s own funds. At present, the company’s cash flow is stable, and this expenditure will not affect the normal development of the company’s main business.
We agree that the company will implement the plan of repurchasing public shares.
independent director:
Yao civil servant Lu Wenbing Xie Xiaoyan
April 20, 2022
