Zhongyin Babi Food Co.Ltd(605338) independent directors
Independent opinions on matters related to the 14th meeting of the second board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws and regulations, normative documents and the Zhongyin Babi Food Co.Ltd(605338) articles of Association (hereinafter referred to as the “articles of association”), we, as independent directors of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, Express the following independent opinions on relevant matters considered at the 14th meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on profit distribution plan in 2021
1. The reason why the cash dividend accounts for less than 30% of the net profit attributable to the shareholders of the parent company:
(1) At present, the company is in the stage of rapid growth. The company needs to retain sufficient funds, seize the development opportunities of the industry, realize consumption upgrading and industrial transformation, and continue to maintain the leading position in the industry.
(2) Meanwhile, as 1465628 million yuan of the company’s net profit in 2021 was indirectly held by Tianjin Junzheng investment management partnership (limited partnership) in Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd., resulting in the income from changes in fair value during the reporting period, the above shares were not sold or transferred during the reporting period and did not bring cash flow recovery, Affected by this, the proportion of cash dividends in the net profit attributable to shareholders of the parent company in this year is less than 30%.
2. This profit distribution comprehensively considers the company’s actual operating conditions and the needs of balancing daily operation and long-term strategic development, and in line with the principle of positive return to shareholders and benefit sharing, the company plans to distribute a cash dividend of 2.60 yuan per 10 shares in 2021, which significantly improves the level of cash dividend compared with 2020. The plan is in line with the long-term interests of all shareholders, including minority shareholders, and there is no situation that damages the interests of minority shareholders. The deliberation and voting procedures of the profit distribution plan comply with the provisions of relevant laws, regulations and the articles of association. 3. We unanimously agree to the profit distribution plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
1. The special report on the deposit and actual use of the company’s raised funds in 2021 truly, accurately and completely reflects the deposit, use and management of the company’s raised funds during the reporting period. The actual use of the raised funds is consistent with the company’s information disclosure, and complies with the relevant regulatory requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies and the provisions of the articles of association, There is no illegal deposit and use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
2. We unanimously agree to the special report on the deposit and actual use of the company’s raised funds in 2021. 3、 Independent opinions on the proposal on the company’s internal control evaluation report in 2021
1. In 2021, according to the requirements of standardized operation and supervision of listed companies, the company continuously strengthened the standardization of internal control, further optimized and improved the internal control system, various rules and regulations and key business processes, and the internal control system was sound and effectively implemented. The 2021 internal control evaluation report objectively and truly reflects the establishment, improvement and operation of the company’s internal control system.
2. We unanimously agree on the proposal of the internal control evaluation report in 2021.
4、 Independent opinion on the proposal on using some temporarily idle self owned funds for cash management 1. The company uses some temporarily idle self owned funds for cash management and invests in low-risk financial products of financial institutions such as banks, securities companies or trust companies, which is conducive to improving the use efficiency of the company’s self owned funds, increasing the company’s income and protecting the interests of the company’s shareholders. Therefore, the independent directors agree to use up to 150 million yuan of temporarily idle self owned funds for cash management without affecting the normal production and operation of the company, for a period of no more than 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders.
2. We unanimously agree to the proposal of using some temporary self owned funds for cash management.
5、 Independent opinions on the proposal on estimated daily connected transactions in 2022
1. The company expects that the daily related party transactions in 2022 are normal production and operation needs, the transactions are necessary, continuous and reasonable, the transaction pricing follows the principles of fairness and fairness, the transaction amount is expected to be objective and reasonable, the related Directors voted to withdraw, and the decision-making procedures comply with the relevant provisions of the company law, the articles of association and other laws, regulations and normative documents, There is no situation that damages the interests of the company and the interests of minority shareholders. 2. We unanimously agree to the company’s proposal on the expected daily connected transactions in 2022.
6、 Independent opinions on the proposal on renewing the company’s 2022 financial audit institution and internal control audit institution
1. Rongcheng Certified Public Accountants (special general partnership) to be employed by the company has relevant professional qualifications and rich experience in auditing listed companies, has good professional quality, can maintain independence, professional competence and due attention in the audit process, and provides relevant services for the company’s financial audit and internal control audit in 2022, without damaging the interests of the company or all shareholders.
2. We unanimously agree that the company will hire an accounting firm this time and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the 2021 annual salary assessment and 2022 annual salary plan of the company’s directors and senior managers
1. The proposals for the 2021 annual salary assessment of the company’s directors and senior managers and the 2022 annual salary plan comply with the relevant provisions of the company law and the articles of association, which is conducive to encouraging the directors, independent directors and senior managers of the company to be diligent and responsible, and ensuring the realization of the company’s development strategic objectives.
2. We unanimously agree to the proposal on the 2021 annual salary assessment and 2022 annual salary plan of the company’s directors and senior managers, and agree to submit the 2021 annual salary assessment and 2022 annual salary plan of the directors to the 2021 annual general meeting of shareholders of the company for deliberation.
(no text below)
(there is no text on this page, which is the signature page of Zhongyin Babi Food Co.Ltd(605338) independent director’s independent opinions on matters related to the 14th meeting of the second board of directors) independent director (signature):
Yao Lushi
April 7, 2022 (there is no text on this page, which is the signature page of Zhongyin Babi Food Co.Ltd(605338) independent directors’ independent opinions on matters related to the 14th meeting of the second board of directors) (signature):
Chen Xiaoman
April 7, 2022 (there is no text on this page, which is the signature page of Zhongyin Babi Food Co.Ltd(605338) independent directors’ independent opinions on matters related to the 14th meeting of the second board of directors) (signature):
Sun Xiaoxia
April 7, 2022
