Shandong Wohua Pharmaceutical Co.Ltd(002107)
Independent opinions of independent directors on relevant matters
As an independent director of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company), we have carefully considered the relevant proposals of the 17th meeting of the sixth board of directors of the company in accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations and the articles of association, Based on an independent, objective and impartial position, he expressed the following independent opinions on the following related matters:
1、 Independent opinions on the 2021 internal control evaluation report of the company
The company’s internal control system complies with relevant Chinese laws, regulations and the articles of association, and can be effectively implemented, ensuring the orderly development of the company’s production, operation and management activities, and playing a good role in the control of all processes and links of the company’s production and operation. The 2021 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company’s internal control system. Therefore, we agree to the 2021 internal control evaluation report of the company.
2、 Independent opinions on the company’s 2021 profit distribution plan
The company’s profit distribution plan for 2021 proposed by the board of directors complies with the company law, the securities law, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions of the China Securities Regulatory Commission, takes into account the long-term development and business development of the company’s directors, and is conducive to better safeguarding the long-term interests of the company and shareholders, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and submit the plan to the 2021 annual general meeting of shareholders for deliberation.
3、 Independent opinions on the renewal of accounting firm
After verification, YONGTUO Certified Public Accountants (special general partnership) has the qualification of securities practice. When acting as the company’s audit institution, YONGTUO certified public accountants adhered to the independent audit standards in the process of special audit and financial statement audit of the company, and better fulfilled the responsibilities and obligations of the audit institution. The review procedure of this matter complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree that the company will continue to employ YONGTUO Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and submit the matter to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on providing loan extension to holding subsidiaries
The company continues to provide loans to Liaoning wohua Kangchen Pharmaceutical Co., Ltd., which is conducive to reducing the financing cost of Liaoning wohua Kangchen Pharmaceutical Co., Ltd., improving the capital use efficiency, will not affect the normal production and operation of the company, and will not have a significant adverse impact on the company’s financial and operating conditions. The relevant decision-making procedures are legal and compliant, and will not damage the shareholders of the company, Especially the interests of minority shareholders. Therefore, we agree that the company will continue to provide a separate loan of RMB 150 million to Liaoning wohua Kangchen Pharmaceutical Co., Ltd. and submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on nominating candidates for the 7th board of directors of the company
1. The nomination and voting procedures of candidates for directors of the 7th board of directors of the company comply with the articles of association and relevant laws and regulations, and are legal and effective.
2. After reviewing the educational background, work experience and qualifications of the candidates for the 7th board of directors of the company, we believe that the candidates for the 7th board of directors of the company have the qualifications and work experience to perform the duties of directors; The qualifications do not fall under the circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, comply with the company law, the articles of association and other relevant provisions, and the candidates for independent directors are independent.
3. Agree to nominate Mr. Zhao Bingxian, Ms. Zhao Caixia, Mr. Zhang Ge, Mr. Li Shengting, Mr. Chen Yong and Ms. Cui Yongmei as candidates for non independent directors of the seventh board of directors of the company, and agree to nominate Mr. Li Junde, Ms. Gao Mingqin and Mr. Yu Junli as candidates for independent directors of the seventh board of directors of the company, with a term of office of three years, calculated from the date of adoption of the general meeting of shareholders. independent director:
LV Wei, Peng Juan, Li Junde
January 19, 2002
