Foshan Haitian Flavouring And Food Company Ltd(603288)
Independent directors’ opinions on the 20th meeting of the 4th board of directors of the company
Independent opinions on relevant proposals
In accordance with the Listing Rules of Shanghai Stock Exchange and other laws and regulations and the working system of Foshan Haitian Flavouring And Food Company Ltd(603288) independent directors, as an independent director of the Fourth Board of directors of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as “the company”), we hereby express the following independent opinions on the relevant matters considered at the 20th meeting of the Fourth Board of directors of the company:
（1） Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 complies with the relevant provisions of the articles of association, and takes full account of the company’s current profitability, cash flow, business development needs, capital needs and other factors. At the same time, it can ensure the reasonable return of shareholders, which is conducive to the healthy, sustainable and stable development of the company. We agree to the company’s profit distribution plan for 2021 and agree to submit it to the board of directors for deliberation.
（2） Independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2022
The company formulates the remuneration of directors, supervisors and senior managers in 2022 according to the remuneration level of the industry and region, combined with the operation of the company and the work tasks and responsibilities of directors, supervisors and senior managers. Based on the principle of independent and objective judgment, as an independent director, we believe that the remuneration paid by the company to the directors, supervisors and senior managers is reasonable and there is no harm to the interests of the company and shareholders. We agree to the proposal on the remuneration plan for the directors, supervisors and senior managers of the company in 2022 at the 20th meeting of the Fourth Board of directors and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
（3） Independent opinion on the renewal of the company’s audit institution in 2022
KPMG Huazhen Certified Public Accountants (special general partnership) is qualified for securities practice and has the experience and ability to provide audit services for listed companies. In the audit work of 2021, he was able to fulfill his duties, carry out the audit work in accordance with the auditing standards for Chinese certified public accountants, and the relevant audit opinions were objective and fair. We agree that the company will continue to appoint KPMG Huazhen Certified Public Accountants (special general partnership) as the audit institution and internal control audit institution in 2022, and the specific remuneration will be determined by both parties through negotiation according to the workload and market price of the audit institution. （4） Independent opinions on the internal control evaluation report of the company in 2021
The company has established a relatively complete internal control management system, and various internal control systems comply with the requirements of relevant national laws, regulations and regulatory authorities, and are effectively implemented to ensure the normal operation and management of the company. We believe that the company has prepared the internal control self-evaluation report in accordance with relevant regulations, which truly, accurately and comprehensively reflects the actual situation of the company’s internal control.
（5） Independent opinions on the summary of non operating capital occupation and other related capital transactions of the company in 2021
The controlling shareholders and their related parties of the company do not occupy the company’s funds for non operation, nor does the company provide the funds directly or indirectly to the controlling shareholders and other related parties for use. The capital transactions between the company and the controlling shareholders and their related parties are all normal production and operation capital transactions. The related directors withdrew before the board of Directors voted.
（6） Independent opinions on entrusted financial management with self owned idle funds in 2022
The independent opinions on the proposal of the company’s entrusted financial management with its own idle funds in 2022 are as follows: the company has fulfilled the necessary approval procedures and complied with the provisions of relevant laws and regulations by using its own idle funds to purchase financial products of financial institutions. The company’s purchase of financial institutions’ financial products with its own idle funds this time is conducive to improving the use efficiency of the company’s idle funds, obtaining certain investment income, will not affect the normal development of the company’s main business, and will not damage the interests of minority shareholders. Therefore, the company agrees to use part of its own funds for entrusted financial management.
（7） Prior approval and independent opinions on the daily connected transaction plan of 2022
Prior approval: we have carefully reviewed whether the company’s daily connected transaction plan in 2022 complies with the principles of fairness, openness and impartiality, understood the background of relevant transactions, and considered that the connected transactions involved in the proposal are necessary for the company’s production link in 2022, meet the needs of the company’s normal business activities, have fair market price and meet the interests of the company and all shareholders, There is no situation that damages the interests of minority shareholders, so we unanimously agree to submit the proposal to the board of directors of the company for deliberation.
Independent opinion: we believe that the daily related party transactions planned by the company in 2022 belong to the normal business scope and conform to the actual situation of the company. The daily related party transactions between the company and related parties are carried out on the basis of fairness, rationality and consensus, and relevant agreements are signed for regulation. The transaction method complies with market rules, follows the principles of open, fair and fair pricing, and the transaction complies with relevant laws According to the relevant provisions of laws and regulations and the articles of association, the performance of the transaction is in line with the interests of the company and all shareholders, does not adversely affect the independence of the company, and will not damage the interests of the company and all shareholders, especially the interests of minority shareholders. Before voting, the board of directors avoided the related directors. Independent directors: Zhu Tao, sun Zhanli, Chao Gang
March 24, 2022
