Fujian Cosunter Pharmaceutical Co.Ltd(300436)
On the 13th meeting of the 4th board of directors by independent directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, the working system of independent directors of the company and relevant laws and regulations, as independent directors of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”), we, Based on the position of objective and independent judgment, we hereby express the following independent opinions on the relevant matters considered at the 13th meeting of the Fourth Board of directors of the company:
1、 Special instructions and independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties in 2021
After verification, we believe that in 2021, there was no non operational occupation of the company’s funds by the controlling shareholders and other related parties, and there was no behavior damaging the interests of the company and all shareholders.
2、 Special instructions and independent opinions on the external guarantee of the company in 2021
After verification, we believe that: 1. The company earnestly implements the established external guarantee management system and strictly controls the risk of external guarantee and the risk of funds occupied by related parties; 2. In 2021, the company did not provide guarantees to third parties other than subsidiaries within the scope of consolidated statements; 3. As of December 31, 2021, the company has not provided guarantee to any third party other than subsidiaries within the scope of consolidated statements.
3、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that the company’s internal control system complies with relevant laws, regulations and the provisions of the securities regulatory authorities, as well as the actual situation of the company’s current production and operation, and effectively ensures the normal operation and management of the company. The company’s internal control over related party transactions, external guarantees, major investments, information disclosure and other aspects is strict, sufficient and effective, and all business activities of the company are carried out in accordance with the provisions of relevant systems. We believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the company’s internal control.
4、 Independent opinions on the renewal of the company’s accounting firm in 2022
After verification, we believe that Dahua Certified Public Accountants (special general partnership) has the business qualification related to securities and futures, has the experience and ability to provide financial report audit and various special audit services for listed companies, and can meet the requirements of the company’s financial report audit and various special audits; This appointment complies with relevant laws, regulations and the articles of association, and does not harm the interests of the company and minority shareholders. Therefore, it is agreed that the company will continue to employ Dahua Certified Public Accountants (special general partnership) as the accounting firm in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the board of directors of the company has comprehensively considered the company’s future development strategy and capital arrangement and put forward a plan for no profit distribution in 2021. The plan is in line with the long-term development needs of the company and the interests of all shareholders of the company. There is no damage to the interests of investors. Its decision-making procedures comply with relevant laws and regulations and the articles of association. We unanimously agree to the plan and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers in 2022
After careful understanding and examination of the 2022 annual compensation plan for directors, supervisors and senior managers proposed by the board of directors, we believe that the determination procedures and contents of the 2022 annual compensation plan for directors, supervisors and senior managers proposed by the board of directors comply with the provisions of relevant laws, regulations and the articles of association, as well as the actual situation of the company.
7、 Independent opinions on bank loan limit and guarantee in 2022
After verification, we believe that the application for loan limit and guarantee from the bank is for the needs of business development. The guarantee provided this time can improve the bank credit of all parties, help them solve the capital needs of production and operation, enhance their market competitiveness, comply with the company’s development strategy, and there is no situation that damages the interests of the company and all shareholders. This guarantee is between the company and its subsidiaries. The risk is controllable and will not adversely affect the normal operation and business development of the company and its subsidiaries. To sum up, we unanimously agree on the bank loan limit and guarantee.
8、 Independent opinions on cancellation of some stock options in 2020 stock option incentive plan
After verification, we believe that a total of 798000 stock options that cannot be exercised due to the failure of performance assessment in the second exercise period are cancelled. Comply with relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the company’s 2020 stock option incentive plan. The procedures are legal and compliant, and will not affect the sustainable operation of the company or damage the interests of the company and all shareholders. Therefore, we unanimously agree to cancel some stock options granted in the 2020 stock option incentive plan.
9、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After review, we believe that the deposit 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 deposit and use of raised funds of listed companies and the company’s measures for the administration of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the company truthfully reflects the actual situation of the company’s deposit and use of raised funds in 2021, There is no illegal deposit and use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders, especially the interests of minority shareholders.
Therefore, we agreed to the special report on the deposit and use of raised funds in 2021 prepared by the company.
10、 Independent opinions on signing technology development (cooperation) contract and related party transactions
After review, we believe that this connected transaction is conducive to giving full play to the advantages of both parties and promoting the company’s innovation and R & D. The transaction price follows the principle of market-oriented pricing. The transaction and decision-making procedures comply with the requirements of relevant laws and regulations, comply with the interests of listed companies and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non affiliated shareholders. The related directors performed the withdrawal voting procedure, and the voting procedure of the meeting met the relevant requirements of relevant laws, regulations and other normative documents and the articles of association.
Therefore, we unanimously agree on this related party transaction of the company.
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(there is no text on this page, which is the signature page of Fujian Cosunter Pharmaceutical Co.Ltd(300436) independent director’s independent opinions on matters related to the 13th meeting of the 4th board of directors) signature of independent director:
Ren Hong, Chen Mingyu, Qiang Xinrong
Board of directors
