Guangdong Yantang Dairy Co.Ltd(002732) independent director
Prior approval opinions on matters related to the 16th meeting of the 4th board of directors according to the articles of association of Guangdong Yantang Dairy Co.Ltd(002732) (hereinafter referred to as "the company"), the decision-making system for connected transactions and other relevant provisions, as an independent director of the company, we carefully reviewed relevant materials and listened to the reports of relevant personnel, based on prudence With a responsible attitude, the opinions on the relevant matters of the 16th meeting of the Fourth Board of directors are as follows:
1、 Prior approval opinions on the prediction of daily connected transactions in 2022
The company has communicated with us in advance on the above daily related party transactions in 2022. We listened to the reports of relevant personnel, verified the actual implementation of daily related party transactions in 2021, and consulted the daily operating materials of the company and relevant related parties in recent years.
We have carefully reviewed the company's forecast of daily related party transactions in 2022, paying particular attention to the main body and transaction contents of related parties. We agree that the daily related party transactions of the company belong to the continuous business in daily production and operation, and the daily related party transactions between the company and these related parties belong to normal commercial transactions. The transaction pricing is the market price and the price is fair, In line with the principles of openness, fairness and impartiality. On the one hand, the dairy products produced by the company have a high distribution rate and good reputation in the regional market, and the transaction is required for the normal operation of the company; On the other hand, due to the large number of related parties and high industry coverage, daily transactions between the company and related parties are inevitable. It is expected that the related daily related party transactions will continue in the future production and operation. The implementation of relevant daily connected transactions will not adversely affect the independence of the company, and the company will not rely on or be controlled by relevant connected parties. The daily related party transactions between the company and these related parties meet the needs of the company's business development and production and operation, and do not harm the interests of the company and non related shareholders. The transaction decisions are made in strict accordance with the relevant systems of the company.
We believe that the daily related party transactions expected to occur between the company and related parties in 2022 have fair pricing, legal and effective decision-making procedures, and there is no harm to the interests of the company and minority shareholders. We unanimously agree to the expected event and agree to submit the proposal to the 16th meeting of the fourth board of directors for deliberation.
2、 Prior approval opinions on the proposed signing of the financial service agreement and related party transactions with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd
The company has communicated with us in advance on the above matters about the financial service agreement to be signed with the related party financial company. After listening to the reports of relevant personnel, we believe that the financial service business agreed in the financial service agreement signed between the company and the related party financial company is a normal commercial service for the needs of daily operation, which is conducive to optimizing the financing structure, Provide financial guarantee for the development of the company.
This connected transaction is in line with the company's development strategy and overall interests, and does not damage the interests of the company and non connected shareholders. The decision-making of the transaction is carried out in strict accordance with the relevant systems of the company.
Therefore, we agree to the proposal and agree to submit it to the 16th meeting of the Fourth Board of directors for deliberation.
3、 Prior approval opinions on the risk assessment report of Guangdong Agricultural Reclamation Group Finance Co., Ltd
The company has communicated with us about the above-mentioned risk assessment report of Guangdong Agricultural Reclamation Group Finance Co., Ltd. in advance. After listening to the reports of relevant personnel, we believe that the risk assessment report of Guangdong Agricultural Reclamation Group Finance Co., Ltd. reflects the business qualification, business and risk status of the finance company, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and complies with the relevant provisions of laws, regulations, normative documents and the articles of association.
Therefore, we agree to the proposal and agree to submit it to the 16th meeting of the Fourth Board of directors for deliberation.
4、 Prior approval opinions on the risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd
The company has communicated with us in advance on the above risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd. We listened to the reports of relevant personnel and believed that the risk disposal plan fully analyzed the possible risks affecting the company's capital security and maintained the capital security, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and complies with the relevant provisions of laws, regulations, normative documents and the articles of association.
Therefore, we agree to the proposal and agree to submit it to the 16th meeting of the Fourth Board of directors for deliberation. (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' prior approval opinions on matters related to the 16th meeting of the Fourth Board of directors)
Zhu Tao, Dai Jinhui, Li boqiao
