Guangdong Yantang Dairy Co.Ltd(002732) independent director
Independent opinions on relevant proposals of the 16th meeting of the Fourth Board of directors
As an independent director of Guangdong Yantang Dairy Co.Ltd(002732) (hereinafter referred to as “the company”), we attended the 16th meeting of the Fourth Board of directors of the company, listened carefully to the introduction of the moderator and reviewed all proposals. Now, in accordance with the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working system for independent directors of the company, based on independence, prudence, objectivity Based on the principle of seeking truth from facts, the company carefully reviewed and fully discussed the relevant proposals considered at the 16th meeting of the Fourth Board of directors, and expressed the following independent opinions:
1、 Independent opinions on the proposal on the prediction of daily connected transactions in 2022
Before the meeting of the board of directors, the company has submitted this proposal to us for review, and we have clearly agreed with it in advance. We believe that the daily connected transactions between the company and these connected parties are normal commercial transactions, the transaction pricing is fair, in line with the principles of openness, fairness and impartiality, and there is no damage to the interests of the company or shareholders. The procedure for the board of directors to consider and vote on the expected matters of this related party transaction is legal, and the related directors’ withdrawal from the consideration and voting of this proposal is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association of the company. Therefore, we agree with the prediction and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the proposal that the company intends to sign the financial service agreement and related party transactions with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd
Before the meeting of the board of directors, the company has submitted this proposal to us for review, and we have expressed our explicit consent in advance. The financial service agreement signed between the company and the finance company is conducive to broadening financing channels and reducing financing costs. The terms of the agreement are reasonable, the transaction pricing is fair, in line with the principles of openness, fairness and impartiality, and there is no damage to the interests of the company or shareholders. The procedure for the board of directors to consider and vote on this related party transaction is legal, and the related directors’ withdrawal from the consideration and voting of this proposal is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association of the company. Therefore, we agree to the proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the proposal on reviewing the risk assessment report of Guangdong Agricultural Reclamation Group Finance Co., Ltd
Before the meeting of the board of directors, the company has submitted this proposal to us for review, and we have clearly agreed with it in advance. We believe that Guangdong Agricultural Reclamation Group Finance Co., Ltd. has a legal and valid financial license and business license. As a non bank financial institution, the business scope, business process and internal risk control system of Guangdong Nongken Group Finance Co., Ltd. are strictly supervised by the China Banking and Insurance Regulatory Commission, and there is no damage to the rights and interests of the company and minority shareholders. We have not found any major defects in the risk management of Guangdong Agricultural Reclamation Group Finance Co., Ltd., and the risk of the related deposit and loan business between the company and Guangdong Agricultural Reclamation Group Finance Co., Ltd. is currently controllable. At the same time, the procedures for the board of directors to consider and vote on the above proposals are legal, and the related directors’ withdrawal from the consideration and voting of this proposal is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association of the company. Therefore, we agree to this motion.
4、 Independent opinions on the proposal on reviewing the risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd
Before the meeting of the board of directors, the company has submitted this proposal to us for review, and we have clearly agreed with it. We believe that the risk disposal plan fully analyzes the possible risks affecting the company’s capital security, puts forward solutions to relevant risks and defines the corresponding responsible person, which can protect the interests of the company and is feasible. The risk disposal plan can effectively prevent, timely control, reduce and resolve the capital risk of the company and its holding subsidiaries’ deposits and loans in the financial company, maintain the capital safety, and there is no damage to the rights and interests of the company and minority shareholders. At the same time, the procedures for the board of directors to consider and vote on the above proposals are legal, and the related directors’ withdrawal from the consideration and voting of this proposal is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association of the company. Therefore, we agree to this motion.
In conclusion, the convening, convening, deliberation and voting procedures of the 16th meeting of the Fourth Board of directors of the company are legal, the proposal and content of relevant proposals are in line with the company’s development strategy, and the resolutions formed at the meeting are legal and effective.
(there is no text below, and the signature page is attached)
(there is no text on this page, which is the signature page of Guangdong Yantang Dairy Co.Ltd(002732) independent directors’ independent opinions on the relevant proposals of the 16th meeting of the Fourth Board of directors)
Zhu Tao, Dai Jinhui, Li boqiao
