Jiangxi Zhengbang Technology Co.Ltd(002157) independent director
Independent opinions on relevant matters of the 34th meeting of the 6th board of directors
In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guiding opinions on the establishment of an independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of public shares, the rules for the listing of shares of Shenzhen stock exchange and the articles of association, As an independent director of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”), we express the following independent opinions on relevant matters of the 34th meeting of the sixth board of directors of the company:
1、 Independent opinions on the forecast of daily connected transactions in 2022
The company cooperated with Shandong hekangyuan biological breeding Co., Ltd., Jiangxi Zengxin Technology Co., Ltd., Jiangxi Keding Asset Management Co., Ltd., Jiangxi Jiangnan Fragrant Rice Industry Co., Ltd., Shanghai Shanlin Food Co., Ltd., Jiangxi Yumin Bank Co., Ltd., Ji’an Zhengbang Food Co., Ltd The related party transactions of Jiangxi Zhengbang Food Co., Ltd. and its subsidiaries are normal commercial transactions. The transactions follow the principles of objectivity, fairness and fairness. The transaction pricing principle is that if there is national pricing, the national pricing shall be implemented, and if there is no national pricing, the market price shall be implemented. The pricing is fair and reasonable, which is in line with the fundamental interests of the company, It does not harm the interests of the company and all non affiliated shareholders, especially minority shareholders. When the board of directors of the company considered this related party transaction, the related directors Lin Feng and Cheng fangui avoided voting, and the voting procedure was legal and effective, and in line with relevant laws, regulations and the articles of association. We agree with the above related party transactions of the company, which shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the related shareholders shall avoid voting.
2、 Independent opinions on external guarantee amount in 2022
The matters that the company provides guarantee for its holding subsidiaries, mutual guarantee between holding subsidiaries and guarantee provided by its holding subsidiaries meet the actual needs of the company’s overall operation and development, the guarantee risk is generally controllable, and there is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders. The above guarantee matters comply with relevant regulations, and its decision-making procedures are legal and effective. We agree that the company shall provide joint and several liability guarantee for the above companies, and the guarantee shall also be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the company’s borrowings and related party transactions from the controlling shareholders and their persons acting in concert
We believe that this connected transaction is in line with the actual situation of the company, and the purpose is to meet the short-term and temporary needs of replenishing the working capital required by the company’s operation and repaying bank loans. Meanwhile, the loan interest rate is the benchmark interest rate of bank loans in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, conforms to the fundamental interests of the company and does not damage the interests of non affiliated shareholders. When the board of directors of the company considered this related party transaction, Lin Feng, a related director, avoided voting. The voting procedure was legal and effective, and complied with the provisions of relevant laws, regulations and the articles of association. There was no situation that harmed the interests of the company and all non related shareholders, especially minority shareholders.
To sum up, we agree to the company’s borrowing and related party transactions from the controlling shareholder and its persons acting in concert, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on repurchase and cancellation of some restricted shares in 2019
After verification, the company’s repurchase and cancellation of restricted shares this time complies with the provisions of relevant laws, regulations and relevant documents of the company, such as the measures for the administration of equity incentive of listed companies, the incentive plan for restricted shares in 2019, and the repurchase reason, quantity and price are legal and effective, and the process is compliant. The above matters will not affect the continuous implementation of the company’s restricted stock incentive plan, the continuous operation of the company, or damage the interests of the company and all shareholders, especially minority shareholders. We agree with the company to repurchase and cancel restricted shares, and agree that the board of directors will submit the above matters to the first extraordinary general meeting of shareholders in 2022 for deliberation by special resolution.
5、 Independent opinions on the by election of Mr. Li Zhixuan as a non independent director
1. After reviewing the personal resume and other materials of the candidates for non independent directors of the sixth board of directors, it is considered that the candidates for directors of the company have the qualifications and work experience to perform their duties as directors; The qualifications of the candidates for directors are not subject to the circumstances specified in Article 146 of the company law, are not determined by the CSRC to be prohibited from entering the market and have not been lifted, and have not been subject to the administrative punishment of the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; There is no case filed and investigated by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, nor is it a dishonest person to be executed, which complies with the company law, the articles of association and other relevant provisions.
2. The nomination and voting procedures of the company’s director candidates comply with relevant laws and regulations and the articles of association, and are legal and effective.
3. It is agreed that Mr. Li Zhixuan will be the candidate for non independent directors of the sixth board of directors of the company, and that the above candidates will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for election.
6、 Independent opinions on the by election of Mr. Cao Xiaoqiu as an independent director
1. After reviewing the personal resume and other materials of the candidates for independent directors of the sixth board of directors, we believe that the nomination of Cao Xiaoqiu as the candidate for independent directors of the sixth board of directors of the company complies with the relevant laws, regulations, normative documents and the articles of association, and the nominees meet the qualifications of independent directors of listed companies, Have the necessary working experience to perform the duties of independent directors.
2. The nomination and voting procedures of independent directors in this by election are legal and compliant, and there is no situation that damages the legitimate interests of shareholders, especially the legitimate interests of minority shareholders.
3. It is agreed that Mr. Cao Xiaoqiu will be the candidate for independent director of the sixth board of directors of the company and that the above candidates will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for election. (no text below)
This page is the signature page of independent directors’ independent opinions on Jiangxi Zhengbang Technology Co.Ltd(002157) the 34th meeting of the sixth board of directors: Independent Directors:
Huang Xinjian, Li Hanguo
December 27, 2001
