Independent director of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
On relevant matters of the sixth meeting of the second board of directors
separate opinion
As an independent director of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “company”), in accordance with the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association of the company and the detailed rules for the work of independent directors, and based on the principles of seeking truth from facts, prudence and diligence, Carefully reviewed the relevant materials of the sixth meeting of the second board of directors of the company, and expressed independent opinions on relevant matters as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 complies with the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the relevant provisions on profit distribution in the articles of association, conforms to the actual operation and financial situation of the company, and does not damage the interests of the company and minority shareholders. Therefore, we agree to the profit distribution plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reading the 2021 internal control self-evaluation report of the company, we believe that the company has established a relatively perfect corporate governance structure and internal control management system, which can meet the needs of the company’s operation and management. The 2021 internal control self-evaluation report of the company truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system.
3、 Independent opinions on the deposit and use of the company’s raised funds in 2021
After verification, 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 relevant provisions of the company’s raised funds management system, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company’s special report on the deposit and actual use of raised funds in 2021 is true, accurate and complete without false records, misleading statements and major omissions.
4、 Independent opinions on the capital occupation and external guarantee of the company’s related parties in 2021
In accordance with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, we checked the company’s funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantees in 2021.
After verification: in 2021, the company did not have the situation that the controlling shareholders and their related parties illegally occupied the company’s funds. In 2021, the company had no external guarantee.
5、 Independent opinions on the remuneration scheme of directors and senior managers of the company in 2022
After verification, the remuneration plan of the company’s directors and senior managers in 2022 complies with the articles of association, relevant laws and regulations and other relevant provisions, conforms to the actual operation of the company, is conducive to strengthening the diligence of directors and senior managers, encouraging relevant personnel to improve work efficiency, and is conducive to the sustainable and stable development of the company. Therefore, we unanimously agree on this remuneration scheme and agree that the relevant directors’ remuneration scheme in this matter shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinion on the company’s reappointment of the audit institution in 2022
After verification, Huaxing Certified Public Accountants (special general partnership), which the company plans to renew, is a professional audit institution with securities practice qualification. In the process of providing audit services for the company, Huaxing Certified Public Accountants (special general partnership) always adheres to the principle of independent audit, and the audit report issued by Huaxing Certified Public Accountants (special general partnership) can objectively and fairly reflect the financial status and operating results of the company in each period. Therefore, we unanimously agree to continue to appoint Huaxing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
7、 Independent opinions on the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance. After verification, the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance complies with the requirements of relevant laws and regulations, has fulfilled the necessary approval procedures, does not conflict with the implementation plan of raised funds investment projects, and does not affect the normal progress of raised funds investment projects, It is conducive to improving the use efficiency of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. Therefore, we agree that the company will use the raised funds to replace the self raised funds invested in the raised projects in advance.
8、 Independent opinions on changes in accounting policies of the company
After verification, the change of accounting policy is a reasonable change in accordance with the provisions issued by the Ministry of finance, which can objectively and fairly reflect the company’s financial status and operating results and will not have a significant impact on the financial report. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association, and does not harm the interests of the company and shareholders. Therefore, we unanimously agree that the company will make this accounting policy change.
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(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. on matters related to the sixth meeting of the second board of directors) signed by the independent directors:
Su Xudong, Zhu Renhong, Yang Nong
April 21, 2002
