Securities code: Tangrenshen Group Co.Ltd(002567) securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022047 Tangrenshen Group Co.Ltd(002567)
Independent directors on the 8th board of directors of the company
Independent opinions on relevant matters of the 49th meeting
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as "the company") the 49th meeting of the eighth board of directors was held on April 8, 2022. In accordance with the relevant provisions of laws, regulations and normative documents such as the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the 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, As an independent director of the company, we hereby express the following opinions on the matters discussed at the 49th meeting of the eighth board of directors based on our independent judgment:
1、 Proposals related to the company's non-public offering of shares (hereinafter referred to as "this offering")
1. According to the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, departmental rules and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, it is considered that the company has the qualifications and conditions for non-public offering of RMB common shares (A shares) listed in China;
2. The issuance plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and so on. The pricing method is reasonable and fair, the issuance plan is comprehensive, complete, reasonably arranged and operable, and there is no situation that damages the interests of minority shareholders of the company; The investment project raised by this issuance conforms to relevant national industrial policies, conforms to the company's own development strategy, has good economic benefits, is conducive to expanding the company's business scale, further enhancing the company's profitability, and meets the requirements of the company's long-term and healthy development and the interests of all shareholders; 3. The plan for this offering complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - plan and issuance report of non-public offering of shares by listed companies, and is in line with the interests of the company and all shareholders; The report on the use of funds raised in the previous time and the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 formulated by the company for this offering comply with the relevant provisions of relevant laws and regulations such as the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies;
4. The subscription objects of the non-public offering include Hunan Tangrenshen Group Co.Ltd(002567) holding Investment Co., Ltd., the controlling shareholder of the company. The non-public offering constitutes a related party transaction. The related party transaction follows the principles of fairness, impartiality and voluntariness, the transaction price is fair, the transaction method complies with market rules, there is no damage to the rights and interests of shareholders, especially the rights and interests of minority shareholders, and the related directors avoid voting;
5. The company's analysis and filling measures on the impact of the diluted immediate return of this issuance on the company's main financial indicators comply with the guiding opinions on matters related to the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the opinions of the office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110) Relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17); The controlling shareholders, actual controllers, directors and senior managers of the company have made relevant commitments for the effective implementation of the filling return measures, which is in line with the actual operation of the company and the interests of all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders;
6. The convening and voting procedures of the company's board of directors to review the issue comply with relevant laws and regulations and the articles of association, and the resolutions of the meeting are legal and effective;
7. The issues related to this offering can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission.
To sum up, we agree to the relevant proposals of this issuance and agree to submit them to the general meeting of shareholders of the company for deliberation. 2、 The proposal on signing the share subscription agreement with effective conditions and related party transactions with the controlling shareholders the content of the share subscription agreement with effective conditions signed by the company and Tangrenshen Group Co.Ltd(002567) holding is legal and valid, complies with the relevant provisions of relevant laws, regulations and normative documents, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on signing the share subscription agreement with effective conditions and related party transactions with the controlling shareholders.
3、 Proposal on external guarantee provided by subsidiaries
This time, Shandong Hemei Group Co., Ltd. provided guarantees for farmers (pigs, poultry, aquatic products, etc.), dealers and raw material suppliers, which can effectively solve their direct capital needs. After obtaining the guaranteed loan, the guaranteed object will be closed and used only for purchasing the company's feed and repaying the loan principal and interest, which is conducive to consolidating and implementing the company's industrial chain layout and promoting the coordinated development of the company's feed and other industries, which is in line with the company's development strategy; The company's decision-making complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Based on the above opinions, we agree to the proposal on external guarantee provided by subsidiaries.
4、 Proposal on joint investment between subsidiaries and professional investment institutions
The 49th meeting of the board of directors has considered and passed the legal procedures necessary for the completion of the transaction of the company. The convening, convening and voting procedures and methods of the board meeting of the company comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. The investment of the subsidiary will not affect the normal operation of the company, and will not damage the interests of the listed company and the interests of minority shareholders. To sum up, we agree to the proposal on joint investment between subsidiaries and professional investment institutions.
Independent directors: Jiang Fan, Yu Xinglong, Zhang Shaoqiu Tangrenshen Group Co.Ltd(002567) April 8, 2002
