Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2021-193 Tangrenshen Group Co.Ltd(002567)
Independent directors’ opinions on the 8th board of directors of the company
44th meeting independent opinions on relevant matters
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 44th meeting of the 8th board of directors of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”) was held on December 14, 2021. According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the articles of association As an independent director of the company, we hereby express the following opinions on the matters discussed at the 44th meeting of the eighth board of directors based on our independent judgment:
1、 Proposal on prediction of external guarantee amount in 2022
The objects of joint and several liability guarantee are all subsidiaries of the company, mainly to meet the needs of normal production and operation and raw material procurement of the above companies. The above guarantee matters comply with relevant regulations, and their decision-making procedures are legal and effective. It is agreed that the company shall provide joint and several liability guarantee for its subsidiaries, and the guarantee matters shall also be submitted to the general meeting of shareholders of the company for deliberation.
2、 Proposal on prediction of daily connected transactions in 2022
The transactions between the company, subsidiaries and related legal persons are normal and necessary transactions in which the company, subsidiaries and related legal persons purchase products, commodities and receive labor services from related parties in accordance with their business development and actual needs and the principles of market pricing and fairness. Such transactions do not harm the interests of the company, its subsidiaries and non affiliated shareholders, and have no impact on the independence of the company and its subsidiaries. In conclusion, we agree to the proposal on the forecast of daily connected transactions in 2022.
3、 Proposal on extension of financial assistance
On the premise of not affecting the normal operation, the extension of financial assistance provided by the company to its subsidiaries can support its business development, reduce its financing cost and improve the efficiency of fund use of the company; On the premise of ensuring daily production and operation, Shandong Hemei provides financial assistance to Hemei animal husbandry, which is conducive to driving the growth of feed sales of Shandong Hemei and improving the operating efficiency of Shandong Hemei. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. This financial assistance provides equity pledge guarantee, which can better ensure the safety of funds, No damage to the interests of the company and minority shareholders was found. The decision-making procedures for the extension of financial assistance have been performed in accordance with relevant regulations and meet the relevant requirements of laws, regulations and normative documents. In conclusion, we agree to the proposal on the extension of financial assistance.
4、 Proposal on financial leasing business of the company and its subsidiaries in 2022
The company’s financial leasing business scale is appropriate, which is conducive to broadening financing channels and has no adverse impact on the company’s operation; Relevant decision-making procedures are legal and effective. At the same time, the company’s production and operation are normal and has good solvency. Therefore, we agree to the proposal on the company and its subsidiaries to carry out financial leasing business in 2022. 5、 Proposal on external entrusted loans provided by Hunan Danong Financing Guarantee Co., Ltd
This time, Hunan Danong Financing Guarantee Co., Ltd. is a farmer of the company and its subsidiaries at all levels (pigs, poultry, aquatic products, etc.), dealers and raw material suppliers in the whole pig industry chain provide entrusted loans, which can effectively solve the direct capital needs of dealers, farmers and raw material suppliers in the whole pig industry chain of the company, consolidate and implement the layout of the whole pig industry chain of the company, improve the use efficiency of idle self owned funds and increase the cost under the premise of controllable risk Income from self owned funds will not adversely affect the company’s production and operation; The company’s decisions comply with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Based on the above opinions, we agree with the proposal on external entrusted loans provided by Hunan Danong Financing Guarantee Co., Ltd.
6、 Proposal on carrying out commodity futures hedging business in 2022
It is necessary for the company to use its own funds to carry out commodity futures hedging business in 2022, which can reduce the impact of price fluctuations of corn, soybean meal and other products as main feed raw materials on the company’s operating performance to a certain extent. At the same time, pig prices are greatly affected by raw material price fluctuations, market supply and demand, capital and other factors, On the premise of locking the breeding cost and basic profit, we can use the futures market to sell at an opportunity to obtain basic profit or avoid the risk of falling price. The company has established the commodity futures hedging business management system in accordance with the requirements of relevant laws and regulations, which regulates the company’s responsible person for futures management, the design principles and approval principles of hedging schemes, the implementation and reporting principles of schemes, the monitoring of fund payment and settlement, the confirmation of investment losses and profits, financial accounting rules and other relevant internal control matters. The company’s commodity futures hedging business is limited to pigs, corn, soybean meal, soybean oil, soybean and other futures varieties listed and traded in Dalian Commodity Futures Exchange, and hard wheat, vegetable oil, rapeseed meal and other futures varieties listed and traded in Zhengzhou Commodity Futures Exchange, which meet the needs of normal production and operation, It does not engage in any kind of futures trading or related derivatives trading in any other place, and does not use the raised funds to hedge directly or indirectly, which meets the requirements of relevant regulatory regulations. In conclusion, we agree with the proposal on carrying out commodity futures hedging business in 2022.
7、 Proposal on providing financial assistance
On the premise of not affecting the normal operation, the company provides financial assistance to subsidiaries, which can support their business development, reduce their financing costs and improve the efficiency of the company’s fund use; The annual interest rate of financial assistance provided by the company is calculated with reference to the loan interest rate of the company in the bank in the same period, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders; The funded object is the holding subsidiary of the company, which can be effectively controlled by the company to ensure the safety of the company’s funds and controllable project risks. Based on the above, we believe that the financial assistance complies with relevant regulations and will not have an adverse impact on the company’s production and operation, and agree to this financial assistance.
8、 Proposal on external guarantee provided by subsidiaries
Shandong Hemei Group Co., Ltd Hunan Danong Financing Guarantee Co., Ltd. is a farmer (pigs, birds, aquatic products, etc.) providing guarantee can effectively solve the direct capital needs of farmers in the company’s industrial chain. After obtaining the guarantee loan, the guarantee object will be closed and used only for purchasing the company’s feed and other commodities, which is conducive to consolidating and implementing the company’s industrial chain layout and promoting the coordinated development of the company’s feed and other industries, which is in line with the company’s development strategy; the company’s decision is in line with the company’s development strategy According to the relevant laws, regulations and the articles of association, there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Based on the above opinions, we agree to the proposal on external guarantee provided by subsidiaries.
Independent directors: Jiang Fan, Yu Xinglong, Zhang Shaoqiu Tangrenshen Group Co.Ltd(002567) December 14, 2001
