Shandong Yanggu Huatai Chemical Co.Ltd(300121) independent director
Independent opinions on matters related to the fourth meeting of the Fifth Board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the articles of association, working system of independent directors and other relevant provisions, we, as independent directors of Shandong Yanggu Huatai Chemical Co.Ltd(300121) (hereinafter referred to as “the company”), based on the principle of prudence, Based on the position of independent judgment, we express the following independent opinions on matters related to the fourth meeting of the Fifth Board of directors of the company:
1、 Independent opinions on continuing to sign mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd
We believe that the decision-making procedures for the company to continue to sign the mutual insurance agreement with Gu Fengyuan comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, the circular on regulating the external guarantee behavior of listed companies, the articles of association and so on. The company and Gu Fengyuan have mutual insurance, which provides financial guarantee for the company’s production and operation. Meanwhile, the company’s guarantee balance for Gu Fengyuan has decreased year by year. This guarantee for the extension of Gu Fengyuan’s stock loan will not increase the company’s cumulative guarantee balance for Gu Fengyuan. While the company provides guarantee for Gu Fengyuan, the controlling shareholder of Gu Fengyuan Zhu Bingchen and his spouse LV Yang, Zhu Peifeng, the son of Zhu Bingchen and his spouse Wang Jing, and Shandong baianrui Biological Pharmaceutical Co., Ltd. controlled by Zhu Peifeng also provide counter guarantee for the company. The company will pay close attention to the credit and operation of Gu Fengyuan, and plans to take measures such as gradually reducing the guarantee amount to Gu Fengyuan to further reduce the guarantee risk of the company. The proposal on continuing to sign mutual insurance agreement with Shandong gufengyuan Biotechnology Group Co., Ltd. considered by the board of directors of the company meets the requirements of relevant regulations and conforms to the interests of the company and shareholders. We agree to the proposal.
2、 Independent opinions on terminating the issuance of convertible corporate bonds by gem to unspecified objects and withdrawing the application documents
In view of the change of refinancing policy, up to now, the company has not obtained the review opinions on the energy conservation of the fixed asset investment project of the raised investment project. Taking into account the current internal and external actual situation and the company’s development plan and other factors, the company has decided to withdraw the application document for issuing convertible corporate bonds to unspecified objects on the gem after full consultation with intermediaries of all parties. The company terminated the issuance of convertible corporate bonds to unspecified objects on the gem
This item will not have a material impact on the company’s production and operation activities, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to the motion.
Independent director: Zhang Huiyu, Zhu Desheng, Zhang Hongmin January 11, 2022
