Shanghai Hi-Road Food Technology Co.Ltd(300915)
Independent directors’ opinions on matters related to the fourth meeting of the third board of directors
Independent opinion of
In accordance with the provisions of the articles of association of Shanghai Hi-Road Food Technology Co.Ltd(300915) company (hereinafter referred to as the “articles of association”), the working system of Shanghai Hi-Road Food Technology Co.Ltd(300915) independent directors, the guidance on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as independent directors of Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as the “company”), we reviewed the relevant materials of the fourth meeting of the third board of directors of the company, On the basis of understanding the relevant situation, in an independent and objective position and after careful discussion, we hereby express independent opinions on the relevant matters of the fourth meeting of the third board of directors of the company as follows:
1、 Independent opinions on the proposal on the financial statement report of 2021
After verification, we believe that the financial statement of 2021 truly reflects the assets and operation of the company, and the final statement report is consistent with the audit report. The deliberation and voting procedures of the board of directors of the company on the proposal comply with relevant national laws and regulations and the articles of association, and the procedures are legal and effective. The report is in the interests of the company and all shareholders. We agree to submit the financial statement of 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022
After verification, the daily related party transactions occurred in 2021 and the daily related party transactions proposed to occur in 2022 belong to the normal business needs and normal business of the company, which are in line with the actual situation of the company. The price of daily related party transactions in 2021 is fair, reasonable and fair, and there is no situation that damages the interests of the company and other non related shareholders. The daily connected transactions to occur in 2022 are in line with the actual situation of the company, and its deliberation and voting procedures are in line with relevant laws and regulations, the articles of association and the management system of connected transactions. Therefore, we agree to submit the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Proposal on the special explanation on the occupation of funds by controlling shareholders and other related parties in 2021 and independent opinions on the external guarantee of the company
The special statement on the occupation of funds by controlling shareholders and other related parties in 2021 prepared by the audit institution of the company complies with the provisions of the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies issued by the China Securities Regulatory Commission and the state owned assets supervision and Administration Commission of the State Council and relevant materials, It truthfully reflects the capital occupation of the company’s controlling shareholders and other related parties in 2021. We agree to the special audit statement and submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
During the reporting period, the company did not have external guarantees, nor did it have external guarantees that occurred in previous years and accumulated to the end of the reporting period..
4、 Independent opinions on the proposal on the remuneration of directors and senior managers in 2022
The remuneration plan for directors and senior managers in 2022 proposed by the company is formulated according to the average remuneration level of the company’s industry and region and in combination with the actual operation of the company. The remuneration scheme complies with relevant national laws and regulations and the company’s remuneration management system, which is conducive to mobilizing the enthusiasm of the company’s directors and senior managers, improving the company’s operation efficiency and operating efficiency, and there is no damage to the interests of small and medium-sized investors. We unanimously agree to submit the remuneration scheme to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on profit distribution plan in 2021
After deliberation, we believe that the profit distribution of the company in 2021 is proposed by the company’s management and board of directors according to the company’s profit situation, capital demand and shareholder return plan in the current fiscal year, comprehensively considering the company’s current business development stage and future development needs, which is in line with the actual situation of the company, and there is no violation of laws, regulations and damage to the interests of shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the company’s 2021 profit distribution plan and agree to submit it to the company’s 2021 annual general meeting for deliberation. 6、 Independent opinions on the proposal on the self evaluation report on internal control in 2021
After verification, the company has established a relatively perfect corporate governance structure and a sound internal control system, which can be effectively implemented. Various internal control systems of the company meet the requirements of relevant national laws, regulations and securities regulatory authorities, meet the needs of the current actual situation of the company, and play a better control and prevention role in all processes and key links of operation and management. We believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system, and there is no behavior damaging the interests of the company and minority shareholders. We agree with the evaluation report.
7、 Independent opinions on the proposal on the special report on the annual storage and use of raised funds
After verification, we believe that the deposit and use of the company’s raised funds comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, there is no violation of the deposit and use of raised funds, and the special report on the annual deposit and use of raised funds prepared by the board of directors of the company is true, accurate and complete, without false records, misleading statements and major omissions, We agree to the special report and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
After audit, we believe that Zhonghua Certified Public Accountants (special general partnership) has been diligent and responsible during his tenure as the company’s audit institution. The report issued by Zhonghua Certified Public Accountants (special general partnership) can objectively and fairly reflect the company’s financial situation, and has the independence, professional competence and investor protection ability required for the performance of his duties. Renewing his appointment as the company’s audit institution in 2022 is conducive to improving the quality of the company’s audit work, It is conducive to protecting the interests of the company and other shareholders, especially the interests of minority shareholders. Therefore, we agree to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and submit this matter to the company’s 2021 annual general meeting for deliberation.
9、 Independent opinion on the proposal on adjusting the amount of cash management using idle self owned funds the company’s adjustment of the amount of cash management using idle self owned funds this time is the arrangement of the company according to the operation and use of funds, which is conducive to improving the efficiency of fund use and income level. Therefore, we agree that the company will adjust the amount of cash management with idle self owned funds from no more than 370 million yuan to no more than 470 million yuan, and submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal on applying for comprehensive credit line from financial institutions
After deliberation, we believe that the company plans to apply for a comprehensive credit line with a total amount of no more than RMB 300 million or equivalent foreign currency from commercial banks and non bank financial institutions in order to meet the capital needs of the production and operation development of the company and its subsidiaries, which is conducive to the sustainable and healthy development of the company’s daily operation and will not adversely affect the normal operation and business development of the company, There is no harm to the interests of all shareholders, especially minority shareholders. Therefore, we agree to submit the application for comprehensive credit line to financial institutions to the 2021 annual general meeting for deliberation.
11、 Independent opinions on the proposal on absorbing and merging wholly owned subsidiaries
After verification, we believe that the company’s absorption and merger of Shanghai walrus food ingredients Co., Ltd. (hereinafter referred to as “walrus food”) is to optimize the company’s management structure, further optimize resource allocation, improve operation efficiency and reduce management costs. Walrus food is a wholly-owned subsidiary of the company, and its financial statements have been included in the scope of the company’s consolidated statements. This merger conforms to the company law of the people’s Republic of China, the articles of association and other relevant provisions, does not damage the interests of the company and its shareholders, especially the minority shareholders, conforms to the current actual situation of the company, and is conducive to the sustainable, stable and healthy development of the company. We unanimously agree on this merger
12、 Independent opinions on the proposal on correcting the first quarter, semi annual and third quarter reports of 2021
After verification, we believe that the company’s correction of the first quarter, semi annual and third quarter reports of 2021 is in line with the actual operation and financial status of the company, and the deliberation and voting procedures of the board of directors on the correction of financial information are in line with the relevant provisions of laws, regulations and the articles of association. This correction of the company complies with the relevant provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The corrected financial data can objectively and fairly reflect the operation of the company. This correction does not damage the legitimate rights and interests of the company and all shareholders. Therefore, we unanimously agree on the corrections to the first quarter, semi annual and third quarter reports of 2021.
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Kong Aiguo:
Zhi Ming Shan:
April 21, 2022
