Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) independent director
Relevant matters of the 25th meeting of the board of directors
separate opinion
In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, the independent directors of the company express the following independent opinions on the relevant matters of the 25th meeting of the eighth board of directors:
1、 Special opinions on the occupation of funds by related parties and external guarantee of the company in 2021
There is no illegal occupation of the company’s funds by controlling shareholders and other related parties that occurred in 2021 or in previous periods but continued to 2021. The decision-making procedures and information disclosure of the company’s guarantee for wholly-owned subsidiaries in 2021 comply with relevant laws and regulations, normative documents and the articles of association, which are legal and effective. During the reporting period, the company did not make any illegal external guarantee or overdue guarantee.
The company has followed the provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company’s internal control system in terms of related party capital transactions and external guarantee.
2、 Independent opinions on the internal control evaluation report of the company in 2021
The construction of the company’s internal control system generally meets the requirements. The internal control activities cover all operation links of the company, the risk key points are basically fully covered, and the key activities are fully controlled, which can effectively ensure the normal operation and management of the company. The internal control evaluation report of the company truly and objectively reflects the construction and implementation of the company’s internal control. We recognize the effectiveness of the company’s internal control in 2021 and agree with the results of the evaluation report.
3、 Independent opinions on the company’s profit distribution plan in 2021
The board of directors has fully solicited the opinions of independent directors on the relevant contents of the proposal in advance. In view of the actual situation that the undistributed profits on the consolidated balance sheet of the company and the balance sheet of the parent company are negative, the company will not distribute profits this year, which is in line with the provisions of the company law and the articles of association and matches the financial situation of the company. We unanimously agree that the company will not distribute profits in 2021.
4、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
The remuneration of directors and senior managers of the company adopts the system of combining standard annual salary and excess net profit incentive. The standard annual salary includes basic annual salary and performance salary, and the performance salary is linked to the completion of annual objectives. The remuneration plan of the company’s directors and senior managers in 2021 is consistent with the company’s business performance and performance assessment results in 2021, and the performance assessment procedures and results of the directors and senior managers are in line with the company’s remuneration policy. We agree with the proposal on the remuneration of the company’s directors and senior managers in 2021.
5、 Independent opinions on the company’s provision for asset impairment in 2021
The company’s provision for impairment of relevant assets in 2021 complies with the accounting standards for business enterprises and relevant accounting policies of the company. The basis for provision is reasonable and sufficient, and there is no damage to the interests of the company and shareholders. The decision-making procedure for withdrawing the provision for asset impairment is compliant and effective, and the proposal for withdrawing the provision for asset impairment is agreed.
6、 Independent opinions on the amount of guarantee provided by the company for its subsidiaries in 2022
The guarantee amount of the company is expected to meet the capital needs of the operation and development of subsidiaries, ensure the smooth development of their business, comply with the overall development strategy of the company, and will not have an adverse impact on the normal operation of the company. The guaranteed objects are all wholly-owned or holding subsidiaries within the scope of the company’s consolidated statements, with good credit status and no overdue or non repayment of loans. The deliberation and voting procedures of the expected matters of the guarantee amount comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed that the company will provide guarantee for its subsidiaries in 2022.
7、 Independent opinions on cash management with self owned funds in 2022
On the premise of ensuring the daily operation capital demand and effectively controlling the investment risk, the company makes rational use of the temporarily idle self owned funds to carry out cash management, and purchases financial products with controllable risk, good liquidity and high safety from financial institutions, which conforms to the relevant provisions of national laws and regulations and the articles of association, which is conducive to improving the use efficiency of the company’s self owned funds and increasing the income of cash assets. The company has established a relatively perfect internal control system and system, which can effectively control investment risks and ensure capital safety. This investment does not harm the interests of shareholders of the company.
In view of this, we agree that the company will use its own funds to carry out cash management in 2022.
8、 Independent opinions on the renewal of accounting firm
Tianzhi International Certified Public Accountants (special general partnership) has independence, professional competence, investor protection ability and rich audit service experience. In the process of providing audit services for the company in 2021, we followed the independent, objective and fair practice standards, effectively completed the annual audit tasks, and fairly and reasonably expressed independent audit opinions. We believe that the renewal of his appointment as the company’s audit institution is conducive to ensuring the stability and quality of the company’s audit work. The procedure for the board of directors to consider the proposal complies with the provisions of relevant laws and regulations.
In view of this, we agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
9、 Independent opinions on nominating candidates for directors of the ninth board of directors of the company
After reviewing the resumes and relevant materials of non independent director candidates Xiang Zhipeng, Jia Jun, Huang Lijin, Wang Naiqiang and independent director candidates Duoji, Li Jiaqiang and Guan Yimin of the ninth board of directors of the company, we believe that the qualifications of each director candidate meet the requirements of the company law and other laws and regulations and the articles of association, The candidates for independent directors also meet the requirements for independence in the rules for independent directors of listed companies and other regulatory rules of the CSRC, and all candidates for non independent directors and independent directors have the professional qualities required for performing their duties. The relevant nomination procedures are compliant. The procedures of the board of directors considering the proposal on nominating candidates for non independent directors of the ninth board of directors and the proposal on nominating candidates for independent directors of the ninth board of directors of the company are legal and effective.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on adjusting the allowance of independent directors of the company
The allowance for independent directors of the company is formulated according to the industry and region of the company, combined with the actual situation of the company and the market salary level, which is conducive to the sustainable, stable and healthy development of the company, does not harm the interests of the company and shareholders, and complies with the provisions of relevant national laws, regulations and the articles of association of the company. We agree to the proposal on adjusting the allowance of independent directors of the company.
11、 Opinions of independent directors on repurchase and cancellation of some restricted shares and cancellation of some stock options the company’s 2020 stock options and restricted stock incentive plan granted some incentive objects for the first time, which did not meet the conditions for the exercise of stock options and the lifting of restrictions on the sale of restricted shares because they failed to pass the performance appraisal at the individual level in 2021.
We believe that the company’s repurchase and cancellation of some restricted shares and cancellation of some stock options this time comply with the relevant provisions of the measures for the administration of equity incentives of listed companies, the company’s 2020 stock option and restricted stock incentive plan, the measures for the administration of the implementation and assessment of 2020 stock option and restricted stock incentive plan, and there is no damage to the interests of the company and shareholders.
It is agreed that the company shall repurchase and cancel 150000 shares of restricted shares that have been granted but not yet lifted, and cancel 450000 shares of stock options that have been granted but are still in the waiting period. The number and price of restricted shares cancelled by the company in this repurchase are accurate.
In conclusion, we unanimously agree that the board of directors of the company shall handle the above matters related to the repurchase and cancellation of some restricted shares and the cancellation of some stock options, and agree to submit the repurchase and cancellation of some restricted shares to the general meeting of shareholders of the company for deliberation.
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) independent director Wang Guoliang Teng Xiaomei building Xiangyang March 25, 2002
