Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Independent directors’ opinions on the 22nd Meeting of the third board of directors
Independent opinions on relevant matters
As an independent director of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the independent director system and the articles of association, We have reviewed the relevant matters of the 22nd Meeting of the third board of directors of the company, and hereby express our opinions on the following matters:
1、 Special instructions and independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and external guarantees
According to the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee of listed companies, we have carefully understood and verified the capital occupation and external guarantee of related parties that occurred in 2021 and before but continued to the reporting period, and issued the following special instructions and independent opinions:
1. During the reporting period, the company did not have any related party occupying funds, nor did it have any related party illegally occupying funds that occurred in previous years and continued to December 31, 2021.
2. During the reporting period, the company did not provide guarantees for related parties in the cumulative and current period.
2、 Independent opinions on the company’s profit distribution plan in 2021
After review, we believe that the company’s 2021 profit distribution plan complies with the relevant provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association and the actual situation of the company. The procedure of the board of directors to consider the proposal on the company’s 2021 profit distribution plan complies with the provisions of relevant laws, regulations and the articles of association, It is conducive to better safeguard the long-term interests of the company and shareholders without damaging the interests of the company and shareholders, especially small and medium-sized investors. We agree to the profit distribution plan formulated by the board of directors and submit the proposal on the company’s profit distribution plan for 2021 to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinion on the company’s continuing appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
After verification, Lixin Certified Public Accountants (special general partnership) has the qualification of securities and futures related business, can independently be competent for the company’s audit work, and can adhere to the independent audit standards in the audit work in 2021. The audit opinions truly and accurately reflect the actual situation of the company. We recognize the company’s reappointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal on the company’s reappointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the remuneration scheme of directors in 2022
According to the director’s salary proposal formulated by the company, the director’s salary plan for 2022 is as follows: non independent directors who do not hold operation and management positions in the company and do not undertake operation and management functions do not receive director’s salary; Directors serving in the company shall be determined according to their specific positions and the company’s remuneration system, and shall not receive director’s allowance separately; The allowance for independent directors of the company is 80000 yuan per person per year; Individual income tax shall be withheld by the company in accordance with regulations.
We believe that the remuneration of directors formulated by the company is consistent with the overall remuneration mechanism of the company, which is conducive to the achievement of the company’s business objectives. The remuneration scheme has been reviewed and approved by the remuneration and assessment committee of the board of directors. Therefore, we agree to the company’s 2022 directors’ remuneration plan and agree to submit the proposal on 2022 directors’ remuneration plan to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinion on self evaluation report on internal control in 2021
The company has established a relatively perfect internal control system. Various internal control systems of the company comply with relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies. The implementation of the internal control system is effective and the operation of the company is standardized. We believe that the self-evaluation report on internal control in 2021 prepared by the company objectively, truly and completely reflects the construction and operation of the company’s internal control system. Therefore, we agree with the report and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 According to the independent opinion on the special report on the deposit and use of raised funds in 2021, we believe that the deposit and use of the company’s raised funds in 2021 meet the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies, and the company does not use the raised funds in violation of regulations. The contents of the special report on the deposit and use of the company’s raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements and major omissions. We agree with the contents of the report and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the prediction of daily related party transactions of the company in 2022
After verification, the explanation of the board of directors of the company on the difference between the actual and expected daily connected transactions in 2021 is in line with the actual situation of the company. The connected transactions follow the principle of “fairness, impartiality and fairness”, the transaction matters comply with the market principle, the transaction pricing is fair and reasonable, and there is no damage to the interests of the company and all shareholders. The company’s prediction of daily connected transactions in 2022 is based on the company’s normal production and operation needs, follows the fair, fair and open market-oriented principles, and the pricing is fair and reasonable, which is in line with the actual situation of the company’s operation, and plays a positive role in the company’s future development, without affecting the company’s independence and damaging the actual interests of the company, shareholders and the majority of small and medium-sized investors. Therefore, we agree with the forecast.
Independent directors: Li Junde, Ren Haiyun, Jiao leipeng April 26, 2022
