Independent opinions of independent directors on matters related to the 22nd Meeting of the seventh board of directors
As an independent director of the seventh board of directors of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as “the company”), we have carefully considered the relevant proposals considered at the 22nd Meeting of the seventh board of directors in accordance with the rules for independent directors of listed companies, the articles of association, the rules of procedure of the board of directors and the working system of independent directors of the company issued by the China Securities Regulatory Commission, On the basis of independent judgment, he made the following independent opinions:
1、 Independent opinions on matters related to related party transactions
(I) explanation on the large difference between the actual situation of daily related party transactions and the expected situation
After verification, the explanation of the board of directors on the difference between the actual and expected daily connected transactions in 2021 is consistent with the actual situation of the company. The daily related party transactions that have occurred in 2021 are fair and reasonable and do not harm the interests of the company and other non related party shareholders.
(II) independent opinions on the company’s proposal on the prediction of related party transactions in 2022
After verification, we believe that the company’s estimate of the amount of connected transactions is in line with the actual situation of the company’s business development. Related party transactions between the company and related parties are necessary for the normal business operation of the company and are carried out on the basis of fairness and reasonableness and mutual agreement. The price of such transactions will be determined with reference to the market price. The interest of capital lending will be settled according to the interest rate of the bank in the same period. There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company, It will not affect the company’s sustainable operation ability and is in line with the company’s long-term development plan.
When the board of directors of the company deliberated this connected transaction, the connected directors implemented the principle of avoidance, and their voting procedures were complete, in line with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies, the articles of association and so on. Therefore, we agree to the above estimated amount of connected transactions and submit the proposal to the 2021 annual general meeting for deliberation.
2、 Independent opinions on the company’s proposal on the prediction of providing external guarantee in 2022
After verification, we believe that this guarantee is expected to meet the development strategy of the company and the needs of the production and operation management of the subsidiary, as well as the interests of the company and all shareholders; It is expected that the guarantee has been approved by a unanimous vote at the 22nd Meeting of the 7th board of directors of the company. The voting procedures comply with the provisions of laws, administrative regulations, departmental rules and other normative legal documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we expect to submit the proposal to the general meeting of shareholders in 2021 for deliberation and approval.
3、 Independent opinions on the company’s profit distribution plan for 2021
After verification, we believe that the profit distribution plan for 2021 prepared by the board of directors of the company does not violate the relevant provisions of the company law of the people’s Republic of China and the articles of association, does not damage the interests of the shareholders of the company, especially the minority shareholders, and meets the requirements of the normal operation and healthy development of the company. Agree to the profit distribution plan and submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
4、 Independent opinions on the 2021 internal control evaluation report of the company
After carefully reviewing the 2021 internal control evaluation report, we believe that the company has established a relatively perfect internal control system and can be effectively implemented; The internal control mechanism of the company is basically complete, reasonable and effective; All production and operation activities and corporate governance activities of the company operate in accordance with relevant internal control systems and effectively control various internal and external risks; 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. Therefore, we agree to the 2021 internal control evaluation report of the company.
5、 Independent opinions on the company’s proposal on confirming the total remuneration of directors, supervisors and senior executives of the company in 2021 and determining the total remuneration of directors, supervisors and senior executives of the company in 2022
After verification, we believe that the remuneration of directors, supervisors and senior managers, as well as the allowance for independent directors and the special allowance for the chairman of the board of directors in 2022 are determined in accordance with the principles of the articles of association. At the same time, the remuneration received by the directors, supervisors and senior managers of the company shall be assessed and cashed in accordance with the corresponding system of the company. Therefore, we believe that the salary determination and payment procedures of the company comply with the provisions of relevant laws, regulations and the articles of association, and agree to submit the proposal to the 2021 annual general meeting for deliberation. 6、 Independent opinions on the company’s special report on the deposit and use of raised funds in 2021
The deposit and use of the company’s annual raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds. Therefore, we agree with the company’s special report on the deposit and use of raised funds in 2021.
7、 Independent opinions on the company’s special notes on securities investment in 2021
After verification, we believe that during the reporting period, the company strictly followed the provisions of the internal control system for securities investment; The authority of fund allocation, securities account control and investment decision-making complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on venture capital, and no violations of securities investment are found.
8、 Independent opinions on the proposal on carrying out hedging business of the company
After verification, we believe that the relevant approval procedures for the company to carry out hedging business comply with relevant national laws, regulations and the articles of Association; The company has formulated the management system of commodity futures hedging business and the management system of financial derivatives trading, and formulated specific operating procedures for the company to engage in hedging business by strengthening internal control and implementing risk prevention measures; The company’s hedging business can effectively prevent and resolve the business risks caused by the fluctuation of commodity price, exchange rate and interest rate, make full use of the function of hedging business, and avoid the adverse impact on the company’s operation caused by the sharp fluctuation of commodity price, exchange rate and interest rate. We believe that the company’s hedging business does not harm the interests of the company and all shareholders, and agree to carry out hedging business.
9、 Independent opinions on the company’s proposal on the extension of investment projects with raised funds
After verification, we believe that the delay of the company’s investment project with raised funds is made according to the actual situation of the project, does not involve the change of the implementation subject, investment purpose and scale of the investment project with raised funds, does not belong to the substantive change of the investment project with raised funds, and there is no change or disguised change of the investment direction of raised funds and damage to the interests of shareholders of the company. The decision-making procedures for the extension of the investment projects with raised funds comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange on the use of raised funds of listed companies and the relevant provisions of the articles of association. Therefore, we agree to the extension of some investment projects with raised funds of the company.
10、 Independent opinions on the company’s proposal on renewing the appointment of audit institutions in 2022
After verification, we believe that zhongxinghua Certified Public Accountants (special general partnership) meets the relevant requirements of the securities law of the people’s Republic of China, has the qualification of securities and futures related business audit, and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he followed the relevant provisions of the independent auditing standards for Chinese certified public accountants, performed his duties diligently, adhered to the independent, objective and fair auditing standards, issued audit opinions fairly and reasonably, and the audit report issued can fairly and truly reflect the company’s financial status and operating results. Therefore, it is agreed to renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the company’s proposal on by election of independent directors
After careful review of Mr. Zhang Lixiang’s personal resume and relevant materials, we believe that Mr. Zhang Lixiang meets the qualifications and conditions of independent directors of listed companies specified in the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – Guidelines for standardized operation of listed companies on the main board and other laws and regulations, as well as the articles of association, and the nomination, recommendation and voting procedures are in line with relevant regulations; This by election of independent directors does not harm the interests of the company and all shareholders, especially the interests of minority shareholders. We agree that Mr. Zhang Lixiang is the candidate for independent director of the seventh board of directors of the company and agree to submit it to the general meeting of shareholders for deliberation. 12、 Independent opinions on the company’s proposal on applying for loans from Fudian bank
After verification, the company plans to apply for a loan of RMB 225 million from Fudian bank and accept the joint and several liability guarantee provided by Mr. Jiang Zhaobai, the actual controller of the company, and the persons acting in concert. The guarantee is conducive to ensuring the capital needs required for the business development of the company and in line with the interests of listed companies. When the board of directors of the company deliberated this connected transaction, the connected directors implemented the principle of avoidance, and their voting procedures were complete, in line with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies, the articles of association and so on. Therefore, we agree to the above related party transactions.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) independent directors: Huang Zemin, Jiang bailing, Wang Qishan April 28, 2022
