Shandong Denghai Seeds Co.Ltd(002041)
Independent opinions of independent directors on relevant matters
1、 Special instructions and independent opinions on the company’s accumulated and current related party transactions and external guarantees
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as the “company”), in accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) issued by the CSRC, in the attitude of being responsible to the company and all investors, After careful inspection and inquiry on the funds occupied by the controlling shareholders and other related parties and external guarantees, we express our independent opinions as follows:
(I) after verification, the capital transactions between the company and its controlling shareholders and other related parties during the reporting period are as follows:
1. Capital transactions between the company and its controlling shareholders
(1) The company sold corn and flowers for resale to Laizhou Academy of Agricultural Sciences (hereinafter referred to as “Laizhou Academy of Agricultural Sciences”), the controlling shareholder, and received a settlement of 55415800 yuan;
(2) On October 24, 2018, the company renewed the asset use agreement with Laizhou Academy of Agricultural Sciences to provide the training center to Laizhou Academy of Agricultural Sciences, with an annual use fee of 350000 yuan and a term of 3 years. The company recognized 350000 yuan of lease income in the current period;
(3) The company paid the catering service fee of 57033900 yuan to Laizhou Academy of Agricultural Sciences.
As of the end of the reporting period, the above connected transactions were settled at the market price (or as agreed in the agreement). During the reporting period, the controlling shareholders did not occupy the non operating funds of the listed company.
2. Capital transactions between the company and other related parties during the reporting period
Unit: RMB
The transaction between the counterparty and the listed company at the beginning of 2021 and the end of 2021 is usually formed from 2021 to 2021
Name of other related capital transaction party: Accounting Department of the city company’s closing account the accumulated amount of current capital balance comes from the profit transaction nature of capital the accumulated amount of current capital comes from the reason of capital balance
Associated items (excluding interest) (if any)
Accounts receivable of major shareholders and their controlling shareholders of Laizhou Academy of Agricultural Sciences 55415800
Other receivables 3500 China Tianying Inc(000035) 000000 from the controlling shareholder of Laizhou Academy of Agricultural Sciences
Other receivables of holding subsidiary of Dandong Denghai Liangyu Seed Industry Co., Ltd. 11704 Shenzhen Properties & Resources Development (Group) Ltd(000011) 7040000 prepaid expenses non operating transactions
Accounts payable of holding subsidiary of Jilin Shandong Denghai Seeds Co.Ltd(002041) Co., Ltd. 4930 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 93000000 loan non operating transactions
Other receivables of holding subsidiary of Shaanxi Denghai Dixing Seed Industry Co., Ltd. 1500 Ping An Bank Co.Ltd(000001) 50000000 loan non operating transactions subsidiary of listed company Heilongjiang Denghai jiuke Seed Industry Co., Ltd. other receivables of holding subsidiary 3500 China Tianying Inc(000035) 000000 loan non operating transactions company and its subsidiaries Prepayment loan of holding subsidiary of Henan Denghai Zhongyan Seed Industry Co., Ltd. non operating current enterprise 3200 China Vanke Co.Ltd(000002) 600 Shenzhen Zhenye(Group)Co.Ltd(000006) 0000000
Other receivables of wholly-owned subsidiary of Zhangye Shandong Denghai Seeds Co.Ltd(002041) Co., Ltd. 430000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 3000000000 loan non operating transactions
Other receivables of wholly-owned subsidiary of Qingdao Shandong Denghai Seeds Co.Ltd(002041) co., Ltd. 507266710321000 Ping An Bank Co.Ltd(000001) 6132567171053847 loan non operating transactions
Other receivables of wholly-owned subsidiary of Ningxia Shandong Denghai Seeds Co.Ltd(002041) Co., Ltd. 4107334229 loan non operating transactions
Affiliated natural persons and legal persons controlled by them, other affiliated persons and their affiliated enterprises
Total 9557667103722779 Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) 502905615790428076
(II) during the reporting period, the company did not have external guarantees, nor did it have external guarantees and illegal external guarantees that occurred in previous years and accumulated to December 31, 2021.
2、 Independent opinions on 2021 profit distribution plan
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association, the independent opinions on the company’s 2021 profit distribution plan proposed at the 18th meeting of the seventh board of directors are as follows:
After verification, we believe that the company’s profit distribution plan for 2021 is formulated according to the actual situation of the company, there is no damage to the interests of minority shareholders, in line with the provisions of relevant laws, regulations and the articles of association, and in line with the requirements of profit distribution decision-making procedures. Therefore, we agree with the plan.
3、 Independent opinion on the renewal of zhongtianyun Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as “the company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock 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, the working system of independent directors and other relevant rules and regulations, We hereby express our independent opinions on the company’s reappointment of zhongtianyun Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 as follows:
After verification, zhongtianyun Certified Public Accountants (special general partnership) is qualified to engage in securities business. During his tenure as the company’s audit institution, he can abide by the independent audit standards for Chinese certified public accountants and express independent audit opinions diligently, dutifully, fairly and reasonably. The reports issued objectively, fairly and fairly reflect the financial status and operating results of the company. We agree that the company will continue to appoint zhongtianyun Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as the “company”) in accordance with the provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock 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, the working system of independent directors and other relevant documents, The independent opinions on the self-evaluation report on the company’s internal control in 2021 issued by the board of directors are as follows:
After verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinions on the proposal on using self owned idle funds to invest in low-risk financial products of financial institutions
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as the “company”) in accordance with the provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock 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, the working system of independent directors and other relevant documents, The independent opinions on the proposal of the company to use its own idle funds to invest in low-risk financial products of financial institutions are as follows:
On the premise of complying with national laws and regulations and ensuring the safety of investment funds, and under the condition of ensuring the funds required for the normal operation and development of the company and its subsidiaries, the company uses some idle funds and chooses the opportunity to invest in short-term financial products with high safety and good liquidity, which will help to improve the efficiency of capital use, increase the company’s investment income and improve the return on assets without damaging the company and all shareholders, Especially the interests of minority shareholders. The decision-making and deliberation procedures of this matter comply with the provisions of relevant laws, regulations and the articles of association. In conclusion, we agree that the company can use its own idle funds with a maximum amount of no more than 3.2 billion yuan to invest in financial products of low-risk financial institutions. Within the above amount, the funds can be used on a rolling basis.
7、 Independent opinions on nominating candidates for the 8th board of directors of the company
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as the “company”) in accordance with the provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock 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, the working system of independent directors and other relevant documents, The independent opinions on the proposal of nominating candidates for directors of the eighth board of directors of the company are as follows:
Approve the list of candidates nominated by the board of directors of the company for the 8th board of directors. This nomination is made on the basis of fully understanding the identity, educational background, occupation and professional quality of the nominees, and has obtained the consent of the nominees themselves. The nomination procedures of candidates comply with relevant regulations, and the nominees have the qualification and ability to serve as directors of the company. There is no case that the company law, the articles of association and the guiding opinions on the establishment of independent director system in listed companies stipulate that they are not allowed to serve as directors and independent directors of the company, and there is no case that they have been determined as prohibited from entering the market by the CSRC and have not been lifted.
(there is no text on this page. This page is the signature page of independent directors’ independent opinions on matters related to the 18th meeting of the seventh board of directors)
independent director:
Ai Ling pan, Fang Liang Huang, AI Rong sun
April 17, 2022
