Henan Huaying Agricultural Development Co.Ltd(002321) independent directors’ independent opinions on relevant matters of the 57th meeting of the sixth board of directors
Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”) the 57th meeting of the sixth board of directors was held on April 28, 2022 in the executive meeting room on the 16th floor of Huaying building, Huangchuan County, the headquarters of the company. In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, the working system of independent directors and other laws and regulations, as well as the relevant provisions of the company’s rules and regulations, we are independent directors of the company, Express the following independent opinions on the relevant matters considered at the 57th meeting of the sixth board of directors of the company: I. independent opinions on the occupation of the company’s funds and the company’s guarantee by the controlling shareholders and other related parties
According to the regulations of Shenzhen Securities Regulatory Commission on the supervision of listed companies and the regulations of Shenzhen Securities Regulatory Commission on the operation of listed companies No. [2021] and the regulations of Shenzhen Securities Regulatory Commission on the supervision of listed companies’ capital transactions No. [2022], We have carefully inspected and verified the funds occupied by the company’s controlling shareholders and other related parties and external guarantees, and our independent opinions are as follows:
1. The controlling shareholder of the company, Henan Huangchuan Huaying poultry Corporation (hereinafter referred to as the “controlling shareholder” and “Huaying poultry Corporation”) carried out financing activities in the name of the company in 2019, which essentially constituted the occupation of non operating funds of listed companies. As of October 20, 2021, the balance of non operating funds occupied by the controlling shareholder was 898337 million yuan. On December 23, 2021, the reorganization investor of the company signed the reorganization investment agreement with the company, It is agreed to solve the problem of non operating capital occupation of the controlling shareholder. By the end of the reporting period, the company has received 898337 million yuan to solve the non operating capital occupation of the controlling shareholder, and there is no situation that the controlling shareholder and other related parties occupy the company’s funds;
2. By the end of the reporting period, the company had not provided guarantees for controlling shareholders and other related parties;
3. During the reporting period, the company provided 68.84 million yuan of guarantee to contract farmers and breeding supply chain customers. By the end of the reporting period, the company’s guarantee balance for contract farmers and breeding supply chain customers was 68.84 million yuan, and the guarantee balance for holding subsidiaries was 14 million yuan. The company has fulfilled the necessary review procedures for providing guarantees for holding subsidiaries, contract farmers and breeding supply chain customers, and the company has no overdue external guarantee.
2、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that: in view of the current actual operation and financial situation of the company, the profit distribution plan for 2021 proposed by the board of directors of the company “no cash dividends, no bonus shares, no conversion of provident fund into share capital” complies with relevant laws and regulations, as well as the articles of association, the company’s profit distribution management system and other relevant provisions, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
After verification, we believe that the company strictly complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) issued by China Securities Regulatory Commission and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange The special account of raised funds is managed in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – announcement format and the management system of raised funds of the company. There is no violation of the rules in the storage and use of raised funds, and there is no difference between the actual use of raised funds and the information disclosure of the company. The contents of the special report on the deposit and actual use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions. Therefore, we agree with the above special report.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, we believe that the company actively improves the internal control system, meets the requirements of relevant Chinese laws, regulations and securities regulatory authorities, meets the internal organizational structure of modern management requirements, and meets the development needs of the company at this stage, ensuring the healthy operation of the company’s businesses and the control of business risks. The company’s organizational structure and internal control measures have played a good role in the control of all processes and links of enterprise management, and ensured the healthy and stable operation of various business activities of the company. The company’s 2021 internal control self-evaluation report objectively and truly reflects the actual situation of the company’s current internal control system construction and internal control system implementation. Therefore, we agree with the company’s 2021 internal control self-evaluation report.
5、 Independent opinions on the proposed renewal of accounting firm
1. According to the audit, Asia Pacific (Group) Certified Public Accountants (special general partnership) has the securities and futures related business license of Certified Public Accountants issued by the Ministry of Finance and China Securities Regulatory Commission, has the experience and ability to provide audit services for listed companies, can meet the needs of the company’s future financial audit work, and can independently audit the company’s financial status;
2. The decision-making procedures for the re employment of the audit institution in 2022 comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of Association;
3. There is no damage to the rights and interests of the company and minority shareholders in the matter of the proposed re employment of the audit institution in 2022.
To sum up, we agree that the company will continue to employ Asia Pacific (Group) accounting firm (special general partnership) as the company’s audit institution in 2022, and agree to submit it to the general meeting of shareholders for deliberation. 6、 Independent opinions on supplementary confirmation of daily and other related party transactions in 2021 and daily related party transactions expected in 2022
After review, we believe that the daily related party transactions expected to occur between the company and related parties are required by the company’s daily business activities, do not have a significant impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to related party transactions. The price of related party transactions of the company shall be determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors. During the deliberation and voting process of the board of directors, the approval procedures comply with the requirements of the stock listing rules of Shenzhen Stock Exchange and the articles of association. We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 After reviewing the independent opinions on the provision for asset impairment and scrapping of some assets in 2021, we believe that the provision for asset impairment and scrapping of some assets of the company this time comply with the provisions of the accounting standards for business enterprises and the company’s accounting policies, follow the principles of prudence and rationality, have sufficient basis, and the relevant procedures are legal and compliant; After the provision for impairment and scrapping of some assets, the company’s financial statements can objectively and fairly reflect the company’s asset status and operating results.
The decision-making procedures for the provision for asset impairment and part of asset scrapping this time comply with the requirements of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to the provision for asset impairment and part of asset scrapping this time.
8、 Independent opinions on applying for cancellation of delisting risk warning and other risk warnings
According to the investigation of major shareholders and other risks caused by the delisting of listed companies due to the implementation of the warning rules of Shenzhen Stock Exchange, the risks caused by the occupation of funds by major shareholders are eliminated one by one, Temporarily fail to meet the cancellation of other risk warnings caused by the issuance of unable opinions in the 2020 internal control audit report. The withdrawal of delisting risk warning and other risk warnings caused by the occupation of funds by major shareholders in the company’s stock trading comply with the relevant provisions of Shenzhen Stock Exchange. In view of this, we agree that the company shall apply to Shenzhen Stock Exchange to cancel the delisting risk warning and other risk warnings caused by the occupation of funds by major shareholders in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange.
9、 Independent opinions on nominating candidates for directors for the new term
The 57th meeting of the 6th board of directors of the company deliberated and approved the proposal on the election of non independent directors of the 7th board of directors and the proposal on the election of independent directors of the 7th board of directors, agreed to nominate Mr. Xu Shuijun, Mr. Zhang Yong, Mr. Chen Yaohua, Mr. Cheng ningning, Mr. Zhao Yao and Ms. Sun Li as candidates for non independent directors of the 7th board of directors of the company, and agreed to nominate Mr. Ye Jinpeng, Mr. Wang Huohong Ms. Zhang Rui is a candidate for independent director.
In accordance with the provisions of the articles of association and the working system of independent directors, and based on the independent judgment of independent directors, we hereby express independent opinions on the above director candidates as follows:
1. As a member of the nomination committee of the board of directors, we have reviewed the personal resumes and relevant materials of the candidates for non independent directors and independent directors of the seventh board of directors of the company. The candidates do not have the circumstances specified in Article 146 of the company law, are not determined by the CSRC to be prohibited from entering the market, and the prohibition has not been lifted, and their qualifications are legal and compliant. 2. This nomination is made on the basis of fully understanding the identity, education, occupation and professional quality of the nominees, and has obtained the consent of the nominees themselves. The nominees have the qualification and ability to hold corresponding positions, and the convening and voting procedures of this board of directors comply with the provisions of relevant laws and regulations and the articles of association, without damaging the interests of the company and all shareholders, We agree to submit it to the general meeting of shareholders of the company for voting.
10、 Independent opinions on correction and retroactive adjustment of accounting errors
After examination, we believe that the correction of accounting errors complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction, and 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 decision-making procedures of the board of directors on the correction and retroactive adjustment of accounting errors comply with the provisions of laws, regulations, the articles of association and other relevant systems. Therefore, we agree with the correction and retroactive adjustment of accounting errors.
11、 Independent opinion on the special statement of the board of directors on matters involved in the unqualified audit report with emphasis in 2021
The unqualified opinion audit report with emphasis issued by Asia Pacific (Group) accounting firm (special general partnership) truly and objectively reflects the financial situation of the company, and the emphasized matters exist objectively. We recognize the explanation of the board of directors on the matters involved in the unqualified opinion audit report with emphasis.
12、 Independent opinions on related party transactions due to asset auction transactions
Due to the company’s promotion of bankruptcy reorganization and stripping of inefficient assets, this connected transaction was publicly auctioned on Jingdong auction bankruptcy Qiangqing platform, and the connected parties participated in the public bidding auction in accordance with the law. The final success of the bidding belongs to a market-oriented behavior, conforms to the provisions of relevant laws, regulations and normative documents, conforms to the principles of fair, open and fair market business, and does not harm the interests of the company and shareholders. Agree that the company’s asset auction transaction constitutes a related party transaction.
(there is no text on this page, which is the signature page of Henan Huaying Agricultural Development Co.Ltd(002321) independent directors’ independent opinions on relevant matters of the 57th meeting of the sixth board of directors) independent directors:
Zhu Hu Pingwu Zongzhang Ye Jinpeng
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors
April 28, 2022
