Huangshan Tourism Development Co.Ltd(600054)
Independent directors' opinions on the 7th Meeting of the 8th board of directors
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, the articles of association, the working system of independent directors of the company and other relevant provisions of the CSRC, as the independent director of Huangshan Tourism Development Co.Ltd(600054) (hereinafter referred to as the "company"), we have reviewed the relevant matters considered at the seventh meeting of the eighth board of directors based on the principle of independent judgment, and now express our independent opinions as follows:
1、 Proposal on the acquisition of 600 Li tea equity and related party transactions held by Huangshan Saifu fund by a wholly-owned subsidiary;
Huangshan Yunding Investment Management Co., Ltd., a wholly-owned subsidiary of the company, plans to acquire 40.85% shares and related party transactions of Huangshan liubaili Houkui Tea Co., Ltd. (hereinafter referred to as "liubaili tea") held by Huangshan Saifu tourism and Cultural Industry Development Fund (limited partnership) with its own funds, which can better bring the liubaili tea industry into the overall strategic planning of the company, Further promote the integration of "cultural tourism + tea tourism", realize the strategic coordination between tourism industry and tea industry, and realize win-win interests through resource integration. This acquisition will help the company further improve its product and business structure and promote the sustainable development of the company.
After the completion of this acquisition, the company will directly and indirectly hold 50.02% of the shares of 600 Li tea industry. According to the relevant opinions issued by Rongcheng Certified Public Accountants (special general partnership) in accordance with the shareholders' agreement, the company and the founder shareholders jointly control 600 Li tea industry. 600 Li tea industry is a joint venture of the company. This acquisition will not change the scope of the company's consolidated statements.
This related party transaction belongs to normal business behavior. It is necessary for the company's business development to conduct transactions with related parties on a fair and reasonable basis, which is in line with the interests of the company and all shareholders, and will not have a significant impact on the company's financial status and operating results. The decision-making procedures are legal and comply with the provisions of relevant laws and regulations and the articles of association. Agree to this proposal.
2、 Proposal on continuing to use some idle raised funds for cash management;
The company uses no more than 200 million yuan of idle raised funds to invest in investment products with high safety and good liquidity, which is conducive to improving the use efficiency and income of the company's raised funds, does not affect the construction of investment projects and the normal use of raised funds, and does not change the purpose of raised funds in a disguised manner, which is in line with the interests of the company and all shareholders, There are no circumstances damaging the interests of the company and minority shareholders, and the relevant approval procedures comply with the requirements of relevant laws and regulations and the articles of association. Agree to this proposal.
3、 Proposal on continuing to use some idle self owned funds for cash management.
The company plans to use no more than 900 million yuan of idle self owned funds to invest in investment products with high safety and good liquidity, which is conducive to improving the use efficiency and income of self owned funds, does not affect the normal turnover of the company's daily funds and the normal development of its main business, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and minority shareholders, The relevant approval procedures comply with the requirements of relevant laws and regulations and the articles of association, and we agree to this proposal.
independent director:
Gao Shunli, Wu Jilin, Ding Chongyang
January 18, 2022
