Independent opinions of independent directors on matters related to the 12th meeting of the first board of directors
In accordance with the company law of the people's Republic of China, the rules for independent directors of listed companies, the articles of association of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. and other relevant provisions, as an independent director of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as the "company"), we express the following independent opinions on relevant major issues considered at the 12th meeting of the first board of directors of the company:
1、 Independent opinions on the company's profit distribution plan in 2021
(I) the company's profit distribution plan for 2021 is formulated on the premise of ensuring the company's normal operation and long-term development by comprehensively considering the company's current overall operation, development stage, major capital expenditure during the reporting period, future business plan and medium and long-term development strategy. The profit distribution plan complies with the requirements of laws, regulations and other normative documents, the provisions of the articles of association, the actual operation status and future development needs of the company, there is no damage to the rights and interests of the company and minority shareholders, and the long-term interests of the company and all shareholders.
(II) the proposal on the company's profit distribution plan for 2021 has been deliberated and adopted at the 12th meeting of the first board of directors, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
(III) we agree with the proposal on the company's profit distribution plan for 2021 prepared by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
2、 Independent opinion of the company's financial audit institution in 2022
(I) the audit services provided by Zhitong Certified Public Accountants (special general partnership) to the company are standardized and professional, the audit team is rigorous and dedicated, and has the ability to undertake the company's audit work, which can meet the work needs of the company's financial audit and internal audit.
(II) the proposal on the renewal of the company's 2022 annual financial report audit institution has been deliberated and adopted at the 12th meeting of the first board of directors, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
(III) we agree with the proposal on the renewal of the company's 2022 financial report audit institution formulated by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the remuneration of directors and supervisors of the company in 2022
(I) the remuneration plan of the company's directors and supervisors in 2022 meets the requirements of the articles of association, is formulated in combination with the actual operation of the company, meets the needs of the company's long-term development, is conducive to strengthening the diligence of the company's directors and supervisors, and promotes the company to improve work efficiency and operating efficiency, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders. (II) the proposal on the remuneration of directors and supervisors of the company in 2022 has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
(III) we agree with the proposal on the remuneration of directors and supervisors of the company in 2022 prepared by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the remuneration of senior managers of the company in 2022
(I) the remuneration plan of the company's senior managers in 2022 complies with the requirements of the articles of association, is formulated in combination with the actual operation of the company, meets the needs of the company's long-term development, is conducive to strengthening the diligence of the company's senior managers, and promotes the company to improve work efficiency and operating efficiency, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders..
(II) the proposal on the remuneration of the company's senior managers in 2022 has been deliberated and adopted at the 12th meeting of the first board of directors, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions. 5、 Independent opinions on confirmation of related party transactions of the company in 2021
(I) the related party transactions of the company during 2021 belong to the normal business behavior of the company, which is conducive to improving the operating efficiency of the company. The company's related party transactions followed the principles of fairness, impartiality and fairness in terms of pricing policies and pricing basis, and did not harm the interests of the company and other shareholders, especially minority shareholders.
(II) the proposal on confirming the company's connected transactions in 2021 has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
(III) we agree with the proposal on confirming the company's connected transactions in 2021 prepared by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the expected daily related party transactions of the company in 2022
(I) the daily related party transactions expected to occur during 2022 belong to the normal business behavior of the company, which is conducive to improving the operating efficiency of the company. The company's daily related party transactions follow the principles of fairness, impartiality and fairness in terms of pricing policies and pricing basis, and will not damage the interests of the company and other shareholders, especially minority shareholders.
(II) the proposal on the expected daily connected transactions of the company in 2022 has been deliberated and adopted at the 12th meeting of the first board of directors, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions. 7、 Independent opinions on using idle self owned funds for entrusted financial management
(I) on the premise of controlling risks and not affecting the normal development of the company's main business, the company can improve the use efficiency of its own funds, obtain a certain investment income and seek more investment returns for the company's shareholders by appropriately managing its idle own funds, which will not affect the development of the company's main business or damage the interests of shareholders, which is in line with the interests of the company and all shareholders.
(II) the proposal on using idle self owned funds for entrusted financial management has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions. 8、 Independent opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
(I) the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses meets the laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Normative documents and relevant provisions on the use of raised funds of Listed Companies in the articles of association and the management system of raised funds. The replacement time is no more than 6 months from the arrival time of the raised funds, does not conflict with the implementation plan of the raised funds investment project, does not change or change the investment direction of the raised funds in a disguised form, will not affect the normal progress of the raised funds investment project, will not adversely affect the construction of the raised funds investment project of the company, and will not damage the interests of the company and all shareholders, especially the minority shareholders.
(II) the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
9、 Independent opinions on the use of some over raised funds and idle raised funds for cash management and the deposit of raised funds in the form of agreed deposits
(I) on the premise of ensuring the safety of funds and ensuring that it will not affect the construction and use plan of the investment projects invested by the raised funds, the company plans to use the over raised funds and idle raised funds for cash management and deposit the raised funds in the form of agreed deposit, which is conducive to improving the use efficiency of the raised funds, will not affect the use of the raised funds, will not change the purpose of the raised funds in a disguised manner, and will not damage the interests of the company and all shareholders, The contents of the proposal comply with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the company's raised funds management system.
(II) the proposal on the use of some over raised funds and idle raised funds for cash management and the deposit of raised funds in the form of agreed deposits has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of Association and other relevant provisions.
10、 Independent opinions on using self owned funds to pay part of the funds invested by raising funds and replacing them with the raised funds in the same amount
(I) the company's application to pay part of the funds raised for investment projects with its own funds and replace them with the raised funds in the same amount is conducive to improving the use efficiency of the raised funds, in line with the interests of the company, shareholders and investors, does not affect the normal progress of the company's investment projects with raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
(II) the proposal on using self owned funds to pay part of the funds invested by raising funds and replacing them with raised funds in equal amount has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
11、 Permanent replenishment of working capital with over raised funds
(I) the contents and deliberation procedures of the company's plan to use the over raised capital of 60 million yuan to permanently supplement the working capital comply with the provisions of relevant laws and regulations, such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The company's use of part of the over raised funds to permanently supplement the working capital is conducive to improving the use efficiency of the raised funds. There is no case of changing the purpose of the raised funds in disguise, affecting the normal implementation of the investment projects of the raised funds, and damaging the interests of the company and all shareholders, especially the interests of small and medium-sized shareholders.
(II) the proposal on permanent replenishment of working capital with over raised funds has been deliberated and adopted at the 12th meeting of the first board of directors of the company, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions. (III) we agree with the proposal on permanent replenishment of working capital with over raised funds prepared by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
Independent directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd.: Du Juan, Yu Bo and Xiao binqing May 17, 2022
(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on matters related to the 12th meeting of the first board of directors)
cuckoo
May 17, 2022
(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on matters related to the 12th meeting of the first board of directors)
Afterwave
May 17, 2022
(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on matters related to the 12th meeting of the first board of directors)
Xiao binqing
May 17, 2022
