Independent directors on the 8th board of directors of the company
Independent opinions on relevant matters of the 39th meeting
In accordance with the company law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, the governance standards of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, as an independent director of Angel Yeast Co.Ltd(600298) (hereinafter referred to as the company), we reviewed the relevant proposals considered at the 39th meeting of the eighth board of directors of the company, and communicated with the board of directors The management communicated with each other and expressed the following independent opinions based on the principle of independent and objective judgment:
1、 Independent opinion on the 2021 annual report and its summary
As an independent director, we believe that the preparation and review procedures of the company's 2021 annual report comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The content and format of the annual report comply with the relevant provisions of the CSRC and the stock exchange. The information contained can truly reflect the company's financial status and operating results. The audit opinions and relevant evaluations issued by Daxin Certified Public Accountants (special general partnership) on the company's 2021 annual financial report are objective and fair; Before the disclosure of the annual report, it was not found that the personnel involved in the preparation and deliberation of the annual report had violated the confidentiality provisions.
2、 Independent opinions on profit distribution plan in 2021
As an independent director, on the basis of listening to the opinions of relevant personnel of the board of directors, the board of supervisors and the management of the company, he carefully checked the profit distribution plan of the company in 2021 and issued the following independent opinions:
We believe that the profit distribution plan for 2021 is in line with the actual situation of the company, takes into account the interests of the company and shareholders, does not harm the interests of investors, complies with relevant laws, regulations and the articles of association, and is conducive to the sustainable, stable and healthy development of the company. We unanimously agree to the company's profit distribution plan for 2021 and agree to submit the plan to the company's 2021 annual general meeting for deliberation. 3、 Independent opinions on the company's continued employment of accounting firms
As an independent director, we express the following independent opinions on the company's intention to renew the appointment of Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as "Daxin certified public accountants") as the company's audit institution in 2022:
In providing audit services for the company, Daxin firm has strictly complied with the provisions of the auditing standards for Chinese certified public accountants, performed necessary audit procedures, collected appropriate and sufficient audit evidence, and the audit conclusion is in line with the actual situation of the company. It has completed various audit tasks with due diligence and better fulfilled the responsibilities and obligations stipulated by both parties.
We believe that the continued appointment of Daxin firm as the company's 2022 financial audit institution is in line with the relevant provisions of laws, regulations and the articles of association. We propose that the board of directors continue to appoint the firm as the company's 2022 financial audit institution and submit it to the company's 2021 annual general meeting for review.
4、 Independent opinions on related party transactions of the company in 2021
As an independent director, we checked the related party transactions of the company in 2021. We believe that the related party transactions in 2021 were carried out in strict accordance with relevant legal procedures, in accordance with relevant laws and regulations and the relevant provisions of the articles of association of the company and the rules of procedure of the audit Committee of the board of directors. The related party transactions in 2021 did not exceed the approved expected amount. All related party transactions of the company in 2021 followed the principles of marketization, fairness, impartiality and consistency, and no related party transactions harming the interests of the company and shareholders were found. 5、 Independent opinions on the prediction of related party transactions of the company in 2022
As an independent director, we have reviewed the company's proposal on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. Based on the position of independent judgment, we express independent opinions on the prediction of daily connected transactions in 2021 as follows:
The daily connected transactions between the company and related parties are required by the company's daily production and operation activities, follow the principles of fairness, openness and impartiality, are conducive to the overall interests of the company, will not affect the independence of the listed company, and the company will not rely on related parties due to such transactions; When the board of directors of the company deliberated the proposal, the related directors withdrew, and the deliberation procedure was legal and in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. We agree with the company's prediction of daily connected transactions in 2022 and agree to submit it to the company's 2021 annual general meeting for deliberation.
6、 Independent opinions on capital transactions and external guarantees between the company and related parties as an independent director, after investigating and understanding the relevant situation of the company, he expressed independent opinions on capital transactions and external guarantees between the company and related parties as follows:
The capital transactions between the company and its controlling shareholders and other related parties can strictly comply with the requirements of laws and regulations. The current funds between the company and related parties are all normal business capital transactions of the company. There is no case that the company advances wages, benefits, insurance, advertising and other expenses for related parties, nor does it bear costs or other expenses on behalf of related parties. The company is not occupied by related parties in a disguised manner by way of receivables beyond the normal settlement period, and the controlling shareholders and other related parties occupy the interests of the listed company.
The company can strictly control the risk of external guarantee and does not provide guarantee for the controlling shareholder, other related parties holding less than 50% of the company, any unincorporated unit or individual; In strict accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, the company has earnestly fulfilled the obligation of information disclosure of external guarantees.
7、 Independent opinion on the prediction of providing guarantee for the holding subsidiary in 2022
As an independent director, in accordance with the Listing Rules of Shanghai Stock Exchange, the articles of association and the relevant provisions of the company's external guarantee, we have considered the proposal on providing guarantee for holding subsidiaries in 2022 in a serious, responsible and realistic manner. Now we express our opinions on the above proposal as follows:
The guarantee provided by the company for bank loans of its holding subsidiaries is conducive to accelerating the development of subsidiaries and enhancing the profitability of the company. After review, the company's existing guarantee matters comply with the approval procedures and relevant regulations of the company's external guarantee, and the expected matters of this guarantee also comply with the relevant regulations of relevant departments and the company's external guarantee. Therefore, the company's provision of guarantee for bank loans of holding subsidiaries meets the requirements of relevant regulations and is beneficial to the interests of the company and all shareholders. We agree to the above guarantee and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposed foreign exchange risk and interest rate risk management business in 2022
As independent directors, we believe that the company's foreign exchange risk and interest rate risk management business is carried out from the perspective of locking in risks, follows the principles of avoiding and preventing exchange rate and interest rate risks and hedging, does not engage in speculative and arbitrage trading operations, aims to protect normal operating profits, meets the needs of the company's development, has controllable risks, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree to the above matters and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposed issuance of debt financing instruments of non-financial enterprises in 2022
As an independent director, we believe that the company intends to issue non-financial enterprise debt financing instruments in order to meet the capital needs of the company's production and operation, broaden financing channels, reduce financing costs, meet the needs of the company's development, have controllable risks, and do not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant examination and approval procedures for the company to issue debt financing instruments of non-financial enterprises comply with the provisions of relevant national laws and regulations. We agree to the above matters and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposed bill pool business in 2022
As an independent director, we believe that the company's bill pool business is conducive to reducing the cost of the company's bill management, comprehensively revitalizing the bill resources, reducing the occupation of monetary funds, improving the use efficiency of current assets, optimizing the financial structure and improving the utilization rate of funds, which is in line with the company's development needs, with controllable risks and no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval procedures for the implementation of the company's proposed bill pool business comply with the provisions of relevant national laws and regulations. We agree to the above matters and submit them to the 2021 annual general meeting of shareholders of the company for deliberation. 11、 Independent opinions on the proposed financial leasing business in 2022 as independent directors, we believe that the company's financial leasing business is conducive to further opening up diversified financing channels, alleviating financing difficulties, ensuring medium and long-term capital needs, reducing capital costs and financial expenses, broadening financing channels, enabling the company to obtain financial support for production and operation, and accelerating the development of the company, Enhance profitability. It is also expected to comply with the relevant provisions of relevant departments, the requirements of relevant national laws and regulations, the overall interests of the company and the interests of the company and its shareholders, especially the minority shareholders. We agree to the above matters and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the construction of pilot scale platform project for high-value utilization of biomass
As an independent director, we believe that the pilot project of building Yichang plant biomass high-value utilization platform can enrich more low-cost biomass raw materials by researching and developing new resources instead of molasses raw materials, solve the current difficult situation that molasses resources are controlled by others, boost the realization of the company's strategic planning objectives of the 14th five year plan, and help to enhance the sustainable profitability and comprehensive competitiveness of listed companies, It is conducive to the implementation of the overall business strategy of listed companies and continuously promote the steady and healthy development of the company. The deliberation and voting procedures of this project comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of listed companies and shareholders.
13、 Independent opinions on the proposed transfer of equity of Xiwang company
As an independent director, we believe that the transfer of equity of Xiwang company is conducive to the concentration of resources, focusing on the main business of yeast, reducing operating losses and preventing operating risks, which is in line with the direction of the company's "14th five year plan", will not have an adverse impact on the company's operating and financial conditions, and is conducive to continuously promoting the steady and healthy development of the company. The deliberation and voting procedures of this project comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of listed companies and shareholders.
14、 Independent opinions on the technological transformation project of yeast extract production line of Liuzhou company
As an independent director, we believe that the implementation of the technological transformation project of Liuzhou company's yeast extract production line can improve the scale effect of the company's yeast extract production capacity, give full play to the capacity of Liuzhou company's extract production line, effectively improve production efficiency, improve product quality, reduce product cost, meet the high growth demand of the market and enhance the company's overall competitiveness. The deliberation and voting procedures of this project comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of listed companies and shareholders.
15、 Independent opinions on the remuneration of directors and senior executives of the company in 2021 as an independent director, on the basis of investigating and understanding the relevant situation of the company and listening to the opinions of relevant personnel of the board of directors and management of the company, he carefully checked the remuneration of directors and senior executives in 2021, and expressed the following independent opinions:
The remuneration of the company's directors and senior executives in 2021 can be determined in strict accordance with the company's 2021 annual remuneration assessment plan for directors and senior executives. The members of the remuneration and assessment committee of the board of directors have strictly reviewed the company's operating results and remuneration calculation basis in that year, and the assessment results are true and accurate. The assessment system and procedures comply with relevant laws, regulations and the articles of association.
16、 Independent opinions on the 2022 annual salary assessment scheme of the company's directors and senior executives
As an independent director, we have consulted the 2022 remuneration assessment plan for directors and senior executives formulated by the remuneration and assessment committee of the board of directors of the company. We believe that the plan is in line with the actual situation of the company, can fully mobilize the enthusiasm and creativity of the directors and senior executives of the company, promote the sustainable and healthy development of the company, there is no damage to the interests of the company and shareholders, and the decision-making procedure of the plan is in line with relevant laws and regulations According to the regulations, the articles of association, rules and regulations, we agree to the plan and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
17、 Independent opinions on nominating candidates for non independent directors of the ninth board of directors of the company
As an independent director, in accordance with the articles of association, the guidelines for the governance of listed companies, the implementation rules of the nomination committee of the board of directors and other relevant laws and regulations, we express independent opinions on the nomination of candidates for non independent directors of the ninth board of directors of the company, as follows:
We have carefully examined the qualifications of candidates for non independent directors of the ninth board of directors proposed by the nomination committee and believe that the candidates for directors meet the relevant provisions of the company law and the articles of association on the qualifications of directors. We agree to nominate Xiong Tao, Xiao Minghua, Zhou Lin, Zheng Nian and Wang Xishan as candidates for non independent directors of the ninth board of directors of the company and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
18、 Independent opinions on nominating candidates for independent directors of the ninth board of directors of the company
As an independent director, in accordance with the articles of association, the standards for the governance of listed companies, the implementation rules of the nomination committee of the board of directors and other relevant laws and regulations, we express independent opinions on the nomination of candidates for independent directors of the ninth board of directors as follows:
We have carefully examined the qualifications of the candidates for independent directors proposed by the Nomination Committee for the 9th board of directors and believe that the candidates for independent directors meet the relevant provisions of the company law, the articles of association and have the conditions for independence; The above-mentioned qualification and legal appointment procedures; The educational background, work experience and physical condition of the above personnel can meet the responsibilities of the employed position, which is conducive to the development of the company. We agree to nominate sun Yanping, Jiang chunqian, Liu Xinguang, Tu Juan, modman and Cheng Chi as candidates for independent directors and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
19、 Independent opinions on the internal control evaluation report of the company in 2021
As an independent director, we have carefully reviewed the company's internal control evaluation report in 2021, communicated with the company's management and relevant departments, and expressed independent opinions on this report as follows:
