Zhejiang Huatong Meat Products Co.Ltd(002840)
Independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors of the company
As an independent director of the Fourth Board of directors of Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the provisions of the company’s charter, Having reviewed all relevant documents of the 18th meeting of the 4th board of Directors provided by the board of directors of the company, and based on independent judgment, the following independent opinions are issued:
1、 Independent opinions on the purchase of power sales service quota and related party transactions from Yiwu Guohua new energy Co., Ltd., a joint-stock subsidiary of the newly added holding subsidiary of the company
After verification, we believe that: Dongyang Huatong animal husbandry Co., Ltd., Lanxi Huatong animal husbandry Co., Ltd., Yueqing Huatong animal husbandry Co., Ltd., Pujiang Huatong animal husbandry Co., Ltd., Tiantai Huatong animal husbandry Co., Ltd The decision-making procedures for the daily related party transactions between Xianju Huatong breeding pig Co., Ltd., Xianju lvfa Ecological Agriculture Co., Ltd. and Yiwu Guohua new energy Co., Ltd. of the State Power Investment Group comply with the company law and other relevant laws and regulations, the articles of association, the decision-making system for related party transactions, and the pricing and payment conditions of related party transactions follow the principles of fairness, mutual benefit and rationality, It will not adversely affect the independence and standardized operation of the company, nor will it damage the interests of the company and shareholders, especially minority shareholders. Therefore, we agree with the company’s proposal on the purchase of power sales service quota and related party transactions from Yiwu Guohua new energy Co., Ltd., a joint-stock subsidiary of state power investment group, by a new holding subsidiary of the company.
2、 Independent opinions on increasing the estimated amount of daily purchase feed related party transactions
After verification, we believe that the decision-making procedures of daily related party transactions of the company’s expected new purchase of feed from the participating subsidiary Zhengda feed (Yiwu) Co., Ltd. in 2022 comply with the company law and other relevant laws and regulations, the articles of association, the decision-making system of related party transactions, and the pricing and payment conditions of related party transactions follow the principles of fairness and reasonableness, which will not have an adverse impact on the independence and standardized operation of the company, It will not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal of the company on increasing the estimated amount of connected transactions in daily purchase of feed.
3、 Independent opinions on the guarantee provided by the company for raw material procurement of wholly-owned subsidiaries in 2022
After verification, we believe that the company has established a perfect external guarantee risk control system to strictly control the external guarantee risk and avoid illegal guarantee behavior. The company’s external guarantee object is the subsidiary within the scope of the company’s consolidated statements, and has performed the necessary review procedures in accordance with laws and regulations, the articles of association and relevant systems, which meets the requirements of the company’s internal control system, and there is no illegal guarantee. The company’s external guarantee is mainly to meet the daily business needs of subsidiaries and does not damage the interests of the company and shareholders, especially minority shareholders. Therefore, we agree that in 2022, the company will provide a guarantee limit of no more than RMB 100 million for the purchase of raw materials from suppliers Ningbo Jinyu Products Co., Ltd. and Xiamen qianyun aonong Intelligent Supply Chain Co., Ltd. for subsidiaries within the scope of consolidated statements, Zhejiang Huasheng feed Technology Co., Ltd., Xianju lvfa Feed Co., Ltd., Lishui Lvshengyuan Feed Co., Ltd. and Lanxi lvfa Feed Co., Ltd. The general meeting of shareholders is requested to authorize the legal representative or authorized representative to sign a guarantee agreement or letter of guarantee and other documents with the supplier within the above guarantee limit. The specific guarantee can be provided in multiple times. The amount and duration of each guarantee shall be subject to the actually signed guarantee agreement or letter of guarantee. The authorization period is from the date of adoption of the resolution of the general meeting of shareholders to December 31, 2022. Within the validity period and limit of authorization, the newly added guarantee balance at any time point shall not exceed the approved limit.
4、 Independent opinions on carrying out hedging business
After verification, we believe that:
1. The company plans to carry out the hedging business of raw materials required for production and operation, and the relevant approval procedures comply with the relevant national laws, regulations and the relevant provisions of the articles of association.
2. The company has formulated the internal control system of hedging business, which defines the internal control procedures such as business operation process, approval process and risk prevention and control, which plays a role in ensuring the company’s control of futures and option risks.
3. The hedging amount and trading varieties of futures and options determined by the company this time are reasonable and in line with the actual production and operation of the company, which is conducive to making full use of the hedging function of the futures market, avoiding the price fluctuation risk of relevant raw materials, reducing the operation risk of the company, and there is no damage to the interests of the company and all shareholders, especially the interests of small and medium-sized shareholders. Therefore, we agree that the company shall not use more than 20 million yuan to carry out futures and option hedging business.
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(there is no text on this page, which is the signature page of Zhejiang Huatong Meat Products Co.Ltd(002840) independent directors’ independent opinions on relevant matters of the 18th meeting of the Fourth Board of directors of the company.)
independent director:
Xu Xiangzhen
Zhou Weiliang
Jinlang
Date: March 22, 2022
