Securities code: 600359 securities abbreviation: Xinjiang Talimu Agriculture Development Co.Ltd(600359) Announcement No.: 2022-015
Xinjiang Talimu Agriculture Development Co.Ltd(600359)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips: whether there is a veto proposal at this meeting: none. The convening and attendance of the meeting
（1） Time of the general meeting of shareholders: February 16, 2022
（2） Venue of the general meeting of shareholders: board meeting room Xinjiang Talimu Agriculture Development Co.Ltd(600359) on the 12th floor of leading commercial office building, No. 75, Junken Avenue East, alar city, Xinjiang (III) ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 15
2. Total number of voting shares held by shareholders attending the meeting (shares) 154438575
3. The number of voting shares held by shareholders attending the meeting accounts for the company’s voting shares
Proportion of total number of copies (%) 40.4805
（4） Whether the voting method complies with the provisions of the company law and the articles of association, and the chairmanship of the general meeting. The meeting will be held in the form of on-site voting and online voting. The online voting system of Shanghai Stock Exchange will be adopted. The voting time through the voting platform of the trading system is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 16, 2022. The convening, convening and voting methods of this meeting comply with the provisions of the company law and the articles of association. （5） Attendance of directors, supervisors and Secretary of the board of directors of the company
1. The company has 6 directors in office and 2 present, including director Wang Fang, independent directors Cui Yanqiu, Wu Ming and ouyangjin
Joan was unable to attend the meeting due to work reasons;
2. There were 5 in-service supervisors of the company and 3 attended the meeting. Supervisors Yang Pei and Li Junhua failed to attend the meeting due to work reasons;
3. Zhang Chunjiang, Secretary of the board of directors, attended the meeting; Some senior executives attended the meeting as nonvoting delegates. 2、 Deliberation of the proposal (I) non cumulative voting proposal 1. Name of the proposal: proposal on the renewal of the appointment of accounting firms
Result of deliberation: voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 154420775 99.9884 17800 0.0116 0
2. Proposal Name: proposal on 2022 loan plan
Result of deliberation: voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 154420775 99.9884 17800 0.0116 0 03. Title of proposal: proposal on providing financial assistance to holding subsidiaries in 2022
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 154420275 99.9881 18300 0.0119 0
4. Proposal Name: proposal on providing advance guarantee for the loan of subsidiaries in 2022
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 154420275 99.9881 18300 0.0119 0
5. Proposal Name: proposal on daily connected transactions expected in 2022
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 604700 97.0626 18300 2.9374 0 06. Title of proposal: proposal on providing counter guarantee and related party transaction for alar Tongzhong state owned Assets Operation Co., Ltd
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 604700 97.0626 18300 2.9374 0
7. Proposal Name: proposal on mutual guarantee and related party transaction with the first division electric power Co., Ltd. of Xinjiang production and Construction Corps
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 605200 97.1428 17800 2.8572 0
8. Proposal Name: proposal on providing mutual guarantee and transaction with alar northwest Xingye Urban Construction Investment Co., Ltd
Results of deliberation and voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 604700 97.0626 18300 2.9374 0.0000
9. Proposal Name: proposal on the proposed write off of receivables of Xinnong licorice company
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 154420275 99.9881 18300 0.0119 0
10. Proposal Name: proposal on providing pre guarantee for holding subsidiaries in 2022
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 154420275 99.9881 18300 0.0119 0
（2） Voting of less than 5% of shareholders involved in major issues
Name of the proposal: agree against abstention
Proportion of No. votes (%) proportion of votes (%) proportion of votes (%)
1 proposal on renewing the appointment of accounting firm 605200 97.1428 17800 2.8572 0
2 proposal on the company’s 2022 annual loan plan 605200 97.1428 17800 2.8572 0
3 about providing financial assistance to subsidiaries in 2022 604700 97.0626 18300 2.9374 0
Motion
4 about the provision for loan of subsidiaries in 2022 604700 97.0626 18300 2.9374 0
Insurance bill
5 about 604700 97.0626 18300 2.9374 0 expected daily related party transactions in 2022
bill
6 about state owned Assets Management Co., Ltd. for alar Tongzhong 604700 97.0626 18300 2.9374 0
Discussion on counter guarantee and related party transaction provided by liability company
case
7 about electric power of the first division of Xinjiang production and Construction Corps 605200 97.1428 17800 2.8572 0
Mutual guarantee and related party delivery by limited liability companies
Yi’s motion
8. About mutual guarantee and related party transaction with alar Northwest Industrial Investment Development (group 604700 97.0626 18300 2.937400) Co., Ltd
Motion
9 proposal on the proposed write off of receivables of Xinnong licorice company 604700 97.0626 18300 2.9374 0
10 proposal on providing 604700 97.0626 18300 2.9374 0 guarantee for holding subsidiaries in 2022
（3） Explanation on the voting of proposals
Motion 5, motion 6, motion 7 and motion 8: Alar Tongzhong state owned Assets Management Co., Ltd., the major shareholder, is a related party,
Abstain from voting.
3、 Lawyer witness
1. The law firm witnessed by this shareholders’ meeting: Beijing Guofeng law firm
Lawyers: Zhu Ming, Fu Lixin
2. Lawyer’s Witness conclusion:
Convening, procedures, conveners and attendees of the company’s first extraordinary general meeting of shareholders in 2022
The qualification of members, voting procedures and voting results and other related matters comply with laws, regulations and the articles of association
The resolution of the general meeting of shareholders is legal and valid.
4、 Directory of documents for future reference
1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors;
2. A legal opinion signed and sealed by the director of the witnessed law firm;
3. Other documents required by the exchange.
Xinjiang Tarim agricultural comprehensive development unit
