Henan Kedi Dairy Co.Ltd(002770)
Opinions of independent directors
In accordance with the relevant provisions of the articles of association of Henan Kedi Dairy Co.Ltd(002770) and the working system of Henan Kedi Dairy Co.Ltd(002770) independent directors, as independent directors of Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as "the company"), we have carefully examined the proposal of the company's profit distribution plan for 2021 and the proposal of the company's profit distribution plan for 2021 in the 17th meeting of the Fourth Board of directors (hereinafter referred to as "the meeting") The proposal on the prediction of the company's daily related party transactions in 2022, the special note on the audit report of non-standard opinions, the self-evaluation report on internal control in 2021, and the fund occupation and external guarantee of the company's related parties, and issued the following independent opinions:
1、 Independent opinions on the proposal of the company's profit distribution plan in 2021
The company's profit distribution plan for 2021 formulated by the board of directors is based on the company's capital expenditure plan for 2022, external financing environment, capital cost and other factors. Starting from the long-term interests of the company's development, it is conducive to safeguarding the rights and interests of shareholders, complies with relevant laws and regulations and the provisions of Henan Kedi Dairy Co.Ltd(002770) articles of association, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to the 2021 profit distribution plan formulated by the board of directors of the company.
2、 Independent opinions on the company's internal control self evaluation report
After verification, the company has established a relatively perfect internal control system, and the 2021 internal control self-evaluation report of the company truly and objectively reflects the construction and operation of the company's internal control system.
3、 Independent opinions on the proposal on the prediction of the company's daily connected transactions in 2022
The related party transactions in this proposal are conducted in accordance with the market principle, the price is fair, and the relevant legal procedures have been performed, and there is no damage to the interests of the company and minority shareholders; During the deliberation of the proposal by the board of directors, the directors of related parties avoided voting, and the deliberation and voting procedures of the meeting were in line with the relevant provisions of the company law of the people's Republic of China and the Henan Kedi Dairy Co.Ltd(002770) articles of association.
4、 Special instructions and independent opinions on the occupation of funds and external guarantee of related parties of the company
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchange between listed companies and related parties and the external guarantee of listed companies (zjf [2017] No. 16) and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, as an independent director of the company, we have carefully checked the occupation of funds and external guarantee of related parties in a serious and responsible manner, We hereby express the following independent opinions:
As of December 31, 2021, the company's funds and external guarantees occupied by the company's related parties are as follows: (I) funds occupied by the company's related parties
During the reporting period, the company did not have any non operating funds occupied by new controlling shareholders. At the end of the reporting period, the balance of non operating funds occupied by controlling shareholders of the company was 1534088700 yuan, and the balance as of the disclosure date of this report was 60792800 yuan. See the relevant announcements disclosed by the company on the same day for details.
(II) external guarantee of the company
During the reporting period, the company's illegal guarantee involved an amount of 235 million yuan, and the balance as of the disclosure date of the reporting period was 194852500 yuan. See the relevant announcements disclosed by the company on the same day for details.
We believe that the above-mentioned acts of the company have violated the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2017] No. 17), the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies and other provisions of the company's external guarantee management system.
As independent directors, we require the controlling shareholders and related parties of the company to earnestly implement laws and regulations and relevant provisions of listed companies, return the occupied funds as soon as possible, and eliminate the impact of the Occupied Funds on the company as soon as possible. At the same time, we should strengthen the internal control mechanism of the majority of investors, especially the internal control system of small and medium-sized companies, and strengthen the sustainable development of the company.
5、 Independent opinion on non-standard audit report
Zhejiang Tianping Certified Public Accountants (special general partnership) issued an audit report that could not express an opinion on the company's 2021 financial report. In a serious and responsible manner, we have checked the report issued by the accounting firm according to the relevant information and disclosure provided by the company, and now explain the relevant information and express independent opinions as follows: 1. The company's financial report objectively and fairly reflects the company's financial situation and operating results in 2021, and we have no objection to the audit report. 2. The board of directors of the company has issued a special statement on the matters involved in which the accounting firm cannot express opinions. We believe that the special statement of the board of directors is objective and true, in line with the actual situation of the company, and agree with the special statement issued by the board of directors.
6、 Independent opinions on the company's self evaluation report on internal control in 2021 and the internal control audit report with non-standard opinions issued by the accounting firm
The company has conducted self-evaluation on the effectiveness of the company's internal control in 2021 and issued the 2021 internal control evaluation report in accordance with the requirements of the guidelines on internal control of listed companies of Shenzhen Stock Exchange. Zhejiang Tianping Certified Public Accountants (special general partnership) issued an internal control audit report with a negative opinion on the company's 2021 financial report. As an independent director, after careful consideration of the above documents, we hereby explain the relevant situation and express independent opinions as follows: 1. We agree that the company has major defects in internal control. 2. As an independent director of the company, we require the board of directors and the management to promote the implementation of relevant rectification work, pay continuous attention to and supervise the implementation of the corresponding rectification measures of the company, eliminate defects as soon as possible and effectively safeguard the interests of the company and all shareholders.
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