Prior approval opinions and independent opinions of independent directors on relevant matters
Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) opinions of independent directors on relevant matters of the 24th Meeting of the Fifth Board of directors
Prior approval opinions and independent opinions
As an independent director of Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) (hereinafter referred to as the "company") in accordance with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the performance of duties of independent directors of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association and the working system of independent directors, The company has reviewed and approved the relevant matters considered at the 24th Meeting of the 5th board of directors in advance, and issued independent opinions as follows:
1、 Prior approval opinions on financial assistance and related party transactions provided by controlling shareholders free of charge
The financial assistance provided by the controlling shareholder to the company for free reflects its support for the company's development. The financial assistance funds are mainly used to supplement the company's working capital, ensure the demand for working capital in the company's daily business activities and meet the company's business needs; This connected transaction does not harm the interests of the company and minority shareholders, will not affect the independence of the company, and is in line with the overall interests of the company.
In conclusion, we agree that the controlling shareholder shall provide financial assistance and related party transactions for the company free of charge, and agree to submit the proposal to the board of directors for deliberation.
2、 Independent opinions on financial assistance and related party transactions provided by the controlling shareholder free of charge. This related party transaction reflects the controlling shareholder's support for the development of the company, is conducive to expanding the company's financing channels, ensuring the demand for working capital in the company's daily business activities, and meets the company's business needs; The controlling shareholder provides financial assistance to the company free of charge, without any other expenses borne by the company, nor does the company provide any form of guarantee and financial commitment to it; This connected transaction does not harm the interests of the company, shareholders, especially minority shareholders; The voting procedures of the board of directors on this related party transaction were legal and compliant, and the related directors avoided voting, which was in line with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws
Prior approval opinions and independent opinions of independent directors on relevant matters
Regulations and the articles of association.
In conclusion, we agree that the controlling shareholder of the company provides financial assistance and related party transactions for the company free of charge.
3、 Independent opinions on post adjustment and appointment of senior managers
After reviewing the personal resumes of Mr. Hao Wenjian and Mr. Zuo Changkui, the above-mentioned personnel are not under the circumstances specified in Article 146 of the company law, are not publicly recognized by Shenzhen Stock Exchange as unfit to serve as senior managers of listed companies, and have not been subject to any punishment and punishment by CSRC and Shenzhen stock exchange.
We have learned about the educational background, work experience and physical condition of the above personnel, and confirmed that they have relevant professional knowledge and ability to perform their duties, and have the job conditions and professional quality suitable for the requirements of their functions and powers.
The nomination, review and voting procedures for the adjustment and appointment of senior managers by the board of directors of the company are legal and effective.
In conclusion, we agree to appoint Mr. Hao Wenjian as the vice president of the company and Mr. Zuo Changkui as the assistant to the president of the company.
independent director:
Zhan Shuping, Zhang Pinghua, Zhao Guiping
January 19, 2022
