Muyuan Foods Co.Ltd(002714) independent director
Independent opinions on relevant matters of the sixth meeting of the Fourth Board of directors of the company
In accordance with the company law of the people’s Republic of China, 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, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association, the independent director system and other relevant provisions, As an independent director of the Fourth Board of directors of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”), we carefully reviewed the relevant materials and had a detailed understanding of the relevant situation. After discussion, we expressed the following independent opinions on the relevant matters considered at the sixth meeting of the Fourth Board of directors of the company:
1、 Independent opinions on adjusting the company’s non-public offering of A-Shares in 2021
The adjusted non-public offering plan of A-Shares of the company complies with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, as well as the relevant provisions of the articles of Association, conforms to the current actual situation of the company, and is conducive to promoting the non-public offering of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree with the content of the proposal. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
II Independent opinions on the company’s 2021 plan for non-public offering of A-Shares (Revised Draft) the company’s revised plan for non-public offering of A-Shares in Muyuan Foods Co.Ltd(002714) 2021 (Revised Draft) complies with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares of listed companies and other laws and regulations The relevant provisions of the articles of association comply with the regulatory requirements of the CSRC. The issuance plan is reasonable and feasible, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the content of the proposal. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s non-public offering of A-Shares in 2021
The revised feasibility analysis report on the use of funds raised by non-public development banks for A-Shares in Muyuan Foods Co.Ltd(002714) 2021 (Revised Draft) is true, accurate and complete. The purpose of the funds raised by the company’s non-public offering is in line with the current market situation and the company’s development strategy, which is conducive to improving the company’s financial structure and laying a solid foundation for the sustained and rapid growth of the company’s operation and performance. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the content of the proposal. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on risk tips, measures to fill in the return and commitments of relevant subjects (Revised Draft) for diluting the immediate return of non-public issuance of a shares
Combined with the specific situation of the adjustment of the non-public offering of a shares, the revised risk prompt, return filling measures and relevant subject commitments on the diluted immediate return of non-public offering of A-Shares are legal and compliant, which is conducive to protecting the legitimate rights and interests of minority shareholders and in line with the interests of the company and all shareholders. Therefore, we agree with the content of the proposal. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on adjusting related party transactions involved in the company’s non-public offering of a shares
Muyuan Industrial Group Co., Ltd., the subscription object of this non-public offering of a shares, is the controlling shareholder of the company and an enterprise controlled by Mr. Qin Yinglin and Ms. Qian Ying, the actual controllers of the company. This non-public offering constitutes a connected transaction. When the board of directors deliberated this proposal, the related directors have avoided voting; The deliberation and voting procedures of the company’s non-public meeting are in accordance with the provisions of the company’s laws, regulations and relevant laws. Combined with the specific situation of the adjustment of the non-public offering of a shares, the revised non-public offering of A-Shares involves related party transactions. The subscription price of related parties is fair, the transactions have no impact on the independence of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the content of the proposal. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinion on the supplementary agreement signed by the company and the controlling shareholder Muyuan Industrial Group Co., Ltd. on the conditional effective subscription agreement for Muyuan Foods Co.Ltd(002714) non-public offering of a shares
Upon examination, the contents of the supplementary agreement between Muyuan Foods Co.Ltd(002714) and Muyuan Industrial Group Co., Ltd. on the conditional entry into force of Muyuan Foods Co.Ltd(002714) non-public development of A-share shares signed by the company and Muyuan Industrial Group Co., Ltd. are legal and effective, and comply with the relevant provisions of relevant laws, regulations and normative documents, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree with the content of the proposal. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, it is not necessary to submit it to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Muyuan Foods Co.Ltd(002714) independent director’s independent opinions on matters related to the sixth meeting of the Fourth Board of directors) signature of independent director: Li Hongwei: Yan Lei: Feng Genfu:
February 25, 2022
