Chacha Food Company Limited(002557) independent director
Independent opinions on matters related to the resolutions of the 20th session of the 5th board of directors
Chacha Food Company Limited(002557) (hereinafter referred to as “the company” or “the company”) held the 20th meeting of the 5th board of directors in the conference room on the fourth floor of the company on April 11, 2022. In accordance with the rules for independent directors of listed companies, the articles of association and the appointment and discussion system of independent directors of the company and other relevant provisions of the CSRC, as an independent director of the company, we express our independent opinions on the relevant matters resolved at the 20th meeting of the Fifth Board of directors as follows:
1、 Independent opinions on profit distribution in 2021
After careful review, we believe that the profit distribution plan and cash dividend of the company in 2021 are based on the actual situation of the company, such as the development stage and financial situation, comprehensively considering the interests of shareholders and the needs of the company’s further development, in line with the objective situation of the company and the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of shareholders of the company, especially small and medium-sized shareholders, It is conducive to the sustainable and stable development of the company and the long-term interests of shareholders. We agree to submit the profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
2、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that the company has further modified and improved various internal management systems, the company has established a relatively perfect internal control system and can be effectively implemented, the company’s internal control mechanism is basically complete, reasonable and effective, and all production and business activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems, All risks in the operation of the company can be effectively controlled. The self evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent opinions on the deposit and use of raised funds in 2021
It is verified that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations of the deposit and use of raised funds. The contents of the special report on the deposit and use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions. We agree with the opinions of Rongcheng Certified Public Accountants (special general partnership) on the verification report on the deposit and use of raised funds in 2021, and agree to submit the special report on the deposit and use of raised funds in 2021 to the company’s 2021 annual general meeting for deliberation.
4、 Prior approval opinions and independent opinions on the prediction of daily connected transactions in 2022
(I) prior approval opinions on the prediction of daily connected transactions
We have reviewed and approved this transaction in advance, and expressed the following opinions: before the meeting of the board of directors, the company has provided us with relevant materials of this proposal, conducted necessary communication, and obtained our prior approval. After carefully reviewing the relevant materials on the related party transactions submitted by the company, we believe that this transaction is conducive to the business needs of the company, is a normal transaction required for daily operation, and is conducive to the realization of the overall development strategy of the company. This transaction complies with the relevant provisions of relevant laws, regulations and normative documents, and does not damage the interests of the company and other minority shareholders. It is agreed to submit the proposal to the 20th meeting of the Fifth Board of directors for deliberation.
(II) independent opinions on daily connected transactions
Due to the needs of production and operation, the company and its subordinate enterprises have daily related party transactions with related parties, which have been deliberated and approved at the 20th meeting of the Fifth Board of directors of the company. According to relevant regulations, it needs to be submitted to the general meeting of shareholders for approval, and the decision-making procedures comply with relevant regulations. The expected events of the company’s daily related party transactions are required by the company’s normal production and operation, and there is no damage to the interests of the company and shareholders. We believe that the related party transactions between the company and its subordinate enterprises and related parties are carried out in accordance with the principle of “fairness, voluntariness and mutual benefit”. The transaction pricing is fair and reasonable, which is in line with the fundamental interests of the company. There is no damage to the interests of the company and other minority shareholders. The procedures of the board of directors in convening, convening and making resolutions of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. To sum up, we agree that the company confirms related party transactions and expects to have 2022 daily related party transactions with related parties.
5、 Prior approval opinions and independent opinions on re employment of audit institutions in 2022
1. Prior approval opinions of independent directors
After review, we believe that Rongcheng Certified Public Accountants (special general partnership) is the audit institution renewed by the company in 2021. During its tenure as the audit institution of the company in 2021, it has strictly followed the independent auditing standards for Chinese certified public accountants and other laws, regulations and relevant policies related to financial audit, performed its duties diligently, followed the independent, objective and impartial professional standards, and better fulfilled the responsibilities and obligations agreed by both parties. Therefore, Agree to continue to appoint Rongcheng Certified Public Accountants (special general partnership) as the auditor of the company’s 2022 financial report. It is agreed to submit the proposal to the 20th meeting of the Fifth Board of directors of the company for deliberation, and request the board of directors to submit the proposal to the general meeting of shareholders for deliberation.
2. Independent opinions of independent directors
We believe that we are qualified to provide audit services related to the securities (futures) listed companies and have rich audit experience through verification. Rongcheng Certified Public Accountants (special general partnership) has provided audit services for the company for many years. In providing audit services for the company, Rongcheng certified public accountants has scrupulously abided by its duties and fair practice standards and completed the audit work well. The audit report issued can fairly and truly reflect the company’s financial situation and operating results. In order to maintain the continuity of audit work, we agree to the company’s proposal on appointing Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. The decision-making procedures for continuing to appoint him as the company’s audit institution in 2022 comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, and do not harm the interests of the company and minority shareholders.
6、 Independent opinions on using some idle raised funds to purchase financial products
After verification, on the premise of complying with national laws and regulations and ensuring the safety of investment funds, the company uses idle raised funds not exceeding RMB 1.3 billion to purchase principal guaranteed financial products of financial institutions, which is conducive to improving the efficiency of fund use, obtaining certain investment benefits, will not affect the construction of raised funds and the use of raised funds, is in line with the interests of the company and all shareholders, and does not harm the company and all shareholders, Especially the interests of minority shareholders.
The decision-making procedure of using idle raised funds to invest in financial products complies with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock exchange.
Therefore, it is agreed that the company will continue to use some idle raised funds to invest in financial products.
7、 Independent opinions on using self owned funds for investment and financial management
At present, the company is in good operation, stable financial condition and abundant self owned funds. On the premise of ensuring liquidity and capital safety, purchasing short-term financial products is conducive to improving the use efficiency of the company’s self owned funds and increasing the income of the company’s self owned funds. It will not have an adverse impact on the production and operation of the company, which is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Based on this, we agree to the company’s investment and financial management.
8、 Independent opinions on providing guarantee for subsidiaries
After verification, we believe that the guarantee matters considered by the board of directors comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; Moreover, the risk of the guarantee is controllable and in line with the interests of the company, and there is no situation that damages the interests of the company or minority shareholders. Therefore, I agree with the motion.
9、 Independent opinions on the proposal of applying for the comprehensive credit line of commercial banks in 2022
After verification, we believe that the bank’s comprehensive credit matters considered by the board of directors comply with relevant laws and regulations and the provisions of the articles of association, and the voting procedures are legal and effective. We agree that the company applies to the cooperative bank for a total RMB comprehensive credit line of 1.5 billion in 2022, mainly including loans, bank acceptance bills, letters of credit, letters of guarantee and other credit varieties, with a credit term of one year.
10、 Independent opinions on the proposal on the remuneration of directors and senior managers in 2022
The remuneration is formulated in combination with the overall remuneration level of directors and senior executives of Listed Companies in the same industry in China and the company’s operation, which is in line with the current market level and the actual development of the company. There is no damage to the interests of the company and shareholders, and in line with the provisions of relevant national laws and regulations. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Special instructions and independent opinions on the company’s external guarantees and major connected transactions
After verification, the company’s external guarantees and the occupation of funds by related parties as of December 31, 2021 are described as follows:
(I) there is no illegal occupation of funds by major shareholders and their related parties in the company;
(II) as of the end of the reporting period, the company did not provide guarantees to units or individuals other than holding subsidiaries, nor did it provide external guarantees overdue;
(III) the company’s guarantee behavior and the capital transactions of related parties shall be approved by the board of directors and the general meeting of shareholders of the company. The decision-making process is clear and legal, and there is no situation that damages the rights and interests of the company and its shareholders, especially the minority shareholders.
Independent director: Xu Jingming, Wang Dalian, Li yaokuang April 11, 2002
