Juneyao Grand Healthy Drinks Co.Ltd(605388) independent directors
Independent opinions on relevant deliberations of the 17th meeting of the Fourth Board of directors
As an independent director of Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company"), 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 laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working system of independent directors, we express independent opinions on the relevant deliberations of the 17th meeting of the Fourth Board of directors as follows:
1、 Independent opinions on the proposal of profit distribution plan in 2021
The 2021 profit distribution plan of the company comprehensively considers the operation and development of the company and the reasonable return of shareholders. The proportion of cash dividends conforms to the provisions of relevant documents of China Securities Regulatory Commission and Shanghai Stock Exchange and the articles of association, and conforms to the overall interests of the company and the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, we agree to the proposal on the profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the 2022 annual salary plan of the company's directors and senior managers and the proposal to confirm the implementation of 2021 annual salary
The distribution of the remuneration of the directors and senior managers of the company in 2021 complies with the relevant systems of the company, and is implemented in strict accordance with the completion of performance indicators and assessment results in 2021, which is in line with the actual situation of the company; The company's remuneration plan for directors and senior managers in 2022 is formulated according to the remuneration level of the company's industry and region and in combination with the company's actual operation. It conforms to the management regulations of the company's performance appraisal and remuneration system, and can establish an incentive mechanism with the combination of incentive and restraint and the relative balance of risk and income, which is conducive to mobilizing the work enthusiasm of directors and senior managers and the long-term development of the company. The company's remuneration proposal has not been strictly reviewed by the board of directors and the assessment committee of the company. Therefore, we unanimously agree to the remuneration proposal and agree to submit the remuneration of directors in the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal of internal control evaluation report in 2021
We believe that in 2021, the company will conduct internal supervision and tracking of the company's business activities and financial status according to the relevant internal control system, form a reasonable and effective internal control system, and ensure the healthy and stable operation of the company's and its subsidiaries' business activities under the internal control system. The company's existing internal control system complies with the provisions of relevant laws and regulations and regulatory requirements, and basically maintains effective internal control related to the company's business and management in all major aspects, without major defects. The company's 2021 internal control evaluation report comprehensively, truly and accurately reflects the actual situation of the establishment, implementation, inspection and supervision of the company's internal control system, without false records, misleading statements or major omissions. We agree with the 2021 internal control evaluation report of the company.
4、 Independent opinions on the proposal of renewing the appointment of accounting firms
The board of directors of the company has obtained our prior approval before issuing the proposal on renewing Dahua Certified Public Accountants (special general partnership) as the company's audit institution and internal control audit institution in 2022. We believe that Dahua Certified Public Accountants (special general partnership) has securities qualification, experience and ability to provide audit services for the company, and can meet the audit requirements of the company. In the course of practicing, he is diligent, honest and trustworthy, conscientiously performs his audit duties, objectively evaluates the company's financial status and operating results in accordance with the CPA practice standards and ethics, and independently gives audit opinions. We agreed to continue to appoint Dahua Certified Public Accountants (special general partnership) as the audit institution and internal control audit institution of the company in 2022, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal to adjust the estimated amount of some daily connected transactions in 2022
We have reviewed the proposal in advance before the 17th meeting of the 4th board of directors of the company, issued the approval opinions in advance, and agreed to submit the proposal to the 17th meeting of the 4th board of directors of the company for deliberation. We believe that: all related party transactions executed by the company at fair price have fulfilled the necessary approval procedures, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders; The development of relevant businesses is conducive to promoting the business growth of the company, meeting the actual business needs of the company and conducive to the long-term development of the company; The related directors avoided voting, and the decision-making procedure of related party transactions was legal and effective. We unanimously agree to the proposal and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
We have carefully reviewed the special report on the deposit and actual use of raised funds in 2021 prepared by the company. Upon verification, the deposit and actual use of the company's annual raised funds comply with the relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock exchange No. 1 - standardized operation, and there are no violations in the management and use of raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The special report on the deposit and actual use of raised funds in 2021 is true, accurate and complete, without false records, misleading statements and major omissions.
7、 Independent opinions on the proposal of using some idle raised funds for cash management
The decision-making procedures for the company and its holding subsidiaries to use some idle raised funds for cash management comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation of China Securities Regulatory Commission, comply with the interests of the company, its holding subsidiaries and all shareholders, and do not harm the company The interests of holding subsidiaries and all shareholders, especially minority shareholders. The company and its holding subsidiaries use idle raised funds to purchase low-risk and principal guaranteed financial products, which is conducive to improving the use efficiency of idle raised funds and cash management income. It does not conflict with the implementation plan of the investment project of raised funds, affect the normal progress of the investment project of raised funds, or change the purpose of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, it is agreed that the company and its holding subsidiaries use the idle raised funds of RMB 700 million to purchase low-risk and principal guaranteed financial products, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal of using some idle self owned funds for investment and financial management
At present, the company and its holding subsidiaries are in good operation and stable financial condition. Using some idle self owned funds for investment and financial management is conducive to improving the use efficiency of idle self owned funds and obtaining certain investment income; The relevant decision-making procedures comply with the company law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations and the articles of association, and will not affect the main business development of the company and its holding subsidiaries, and will not damage the interests of the company, its holding subsidiaries and all shareholders, especially small and medium-sized shareholders.
Therefore, it is agreed that the company and its holding subsidiaries use idle self owned funds of no more than RMB 500 million for investment and financial management, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal of using some idle self owned funds for cash management and related party transactions
The company's decision-making procedures for cash management and related party transactions using idle self owned funds this time comply with the relevant laws and regulations such as the company law, the Listing Rules of Shanghai Stock Exchange and the relevant provisions of the articles of association. The company uses some idle self owned funds to purchase financial products from the related Party Shanghai Aijian Trust Co., Ltd. (hereinafter referred to as "Aijian Trust"), It is conducive to improve the use efficiency of idle self owned funds and obtain certain investment income. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction have fulfilled the necessary internal decision-making procedures of the related party transaction, and there is no behavior damaging the interests of the company and its shareholders, especially the minority shareholders. Therefore, the company agreed to use no more than RMB 300 million idle self owned funds to purchase financial products from the related party Aijian Trust, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal of using part of its own funds to carry out financial service business and related party transactions
The company and its holding subsidiaries use part of their own funds to carry out continuous deposit and loan and other financial services with the related party Shanghai Huarui Bank Co., Ltd. (hereinafter referred to as "Huarui bank"), which is conducive to improving the use efficiency of their own funds and obtaining certain investment income. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction have fulfilled the necessary internal decision-making procedures of the related party transaction, and there is no behavior that damages the interests of the company, its holding subsidiaries and their shareholders, especially the small and medium-sized shareholders. Therefore, it is agreed that the company and its holding subsidiaries use their own funds of no more than RMB 300 million to carry out continuous deposit and loan and other financial services with related party Huarui bank, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of the independent opinions of Juneyao Grand Healthy Drinks Co.Ltd(605388) independent directors on relevant deliberations of the 17th meeting of the Fourth Board of directors) independent directors:
Shi Zhanzhong: Xu Zongyu:
Wang Zhong:
April 19, 2022
