Hefei Fengle Seed Co.Ltd(000713) independent director
Independent opinions on matters related to the 7th Meeting of the 6th board of directors
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, based on independent judgment, Express the following independent opinions on matters related to the seventh meeting of the sixth board of directors of the company:
1、 Independent opinions on the proposal on the acquisition of 100% equity of Jinling seed industry by wholly owned subsidiary Zhangye fengle
We believe that the procedure of the company’s deliberation on the proposal on the acquisition of 100% equity of Jinling seed industry by Zhangye fengle, a wholly-owned subsidiary, complies with relevant laws, administrative regulations, departmental rules, normative documents, rules, notices, guidelines and other provisions of Shenzhen Stock Exchange and the provisions of the articles of association. This transaction is based on the appraisal report on the value of all equity assets of shareholders of Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd. involved in the planned acquisition of the equity of Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd. by Zhangye Hefei Fengle Seed Co.Ltd(000713) Co., Ltd. issued by Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd., an appraisal institution with securities qualification (wanzhonglian Guoxin appraisal report Zi (2021) No. 330) is the pricing basis, which is determined by the company through negotiation with Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd. (hereinafter referred to as “Jinling seed industry”) and its original shareholders. The transaction price is fair, fair and reasonable, and there is no harm to the interests of the company and all shareholders, especially the minority shareholders. The acquisition of Jinling seed industry by Zhangye fengle, a wholly-owned subsidiary of the company, can fill the gap in the company’s corn seed industry without silage and promote the overall rapid development of the company’s corn seed industry. We agree to submit the above matters to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the valuation and transaction price of the wholly-owned subsidiary Zhangye fengle’s acquisition of 100% equity of Jinling seed industry
We believe that the appraisal institution employed in this transaction is Anhui Zhonglian Guoxin Assets Appraisal Co., Ltd., which has the qualification of securities and futures related business appraisal. The appraisal object is the value of all shareholders’ equity of Jinling seed industry as of the benchmark date. The selection of appraisal methods is appropriate, the appraisal conclusion is reasonable, and the appraisal value of assets is fair. The subject assets of this transaction take the assessed value as the reference basis for pricing. The transaction price is fair, fair and reasonable. This assessment provides a reasonable basis for this transaction, which is in line with the provisions of relevant laws and regulations, the interests of the company and all shareholders, and will not damage the interests of medium and small shareholders. In conclusion, the independent directors unanimously agreed on the valuation and transaction price of Zhangye fengle’s cash acquisition of Jinling seed industry.
3、 Independent opinions on changing the business scope of the company and amending some provisions of the articles of Association
In accordance with the company law, the new securities law, the regulations of the Communist Party of China on the work of grass-roots organizations of state-owned enterprises (for Trial Implementation), the administrative measures for the formulation of articles of association of state-owned enterprises and the guidelines for the articles of association of listed companies (announcement [2019] No. 10 of China Securities Regulatory Commission) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant laws and regulations, normative documents and the change of business scope according to the actual situation of the company, and some provisions of the articles of association are amended to comply with the provisions of relevant laws and regulations, without damaging the interests of the company and other shareholders. The convening and voting procedures of the board meeting of the company to review and change the business scope and modify some provisions of the articles of association comply with the provisions of relevant laws and regulations and the articles of association. We agree to change the business scope of the company, modify some articles of association, and submit relevant proposals to the general meeting of shareholders for deliberation.
(this page is the signature page of Hefei Fengle Seed Co.Ltd(000713) independent directors’ opinions on relevant matters of the seventh meeting of the sixth board of directors, and there is no text on this page)
Liu Youpeng: Ding Kejian: Zhu Dan:
Chen jiemiao:
January 27, 2022
