Securities code: 603363 securities abbreviation: Fujian Aonong Biological Technology Group Incorporation Limited(603363) Announcement No.: 2022-019 convertible bond Code: 113620 convertible bond abbreviation: aonong convertible bond
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Announcement on the resolution of the fourth meeting of the third board of directors
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.
1、 Meetings of the board of directors
The fourth meeting of the third board of directors of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”) was held by means of communication on February 15, 2022. The notice and materials of the meeting were sent by hand, e-mail, SMS or instant messaging tools on February 12, 2022. The meeting was convened and presided over by Mr. Wu Youlin, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. All directors attended the meeting by means of communication voting, and some senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on adjusting the mutual guarantee scheme provided by the company and its subsidiaries in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to adjust the mutual guarantee scheme provided by the company and its subsidiaries in 2022, divide the mutual guarantee amount according to the asset liability ratio of subsidiaries, authorize the chairman of the board of directors to approve the specific guarantee matters, and authorize the chairman of the board of directors of the company or the legal representative of the corresponding company to sign various legal documents related to the specific guarantee.
Independent directors have expressed independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on adjusting the mutual guarantee scheme provided by the company and its subsidiaries in 2022 (Announcement No.: 2022-020).
(II) deliberated and passed the proposal on adding guarantor to provide guarantee for partners
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed to add Jinggangshan Aotong Agricultural Development Co., Ltd., the holding subsidiary of the company, as the guarantor to jointly provide joint and several liability guarantee for the financing of the pig farm project reconstruction of the partner Jiangxi Runhe Agriculture Co., Ltd. with the company or Fujian aonong animal husbandry Investment Co., Ltd., a wholly-owned subsidiary of the company. The loan amount to be guaranteed shall not exceed 30 million yuan.
Independent directors have expressed independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on adding guarantors to provide guarantees for partners (Announcement No.: 2022-021).
(III) deliberated and passed the proposal on repurchase and cancellation of some restricted shares granted but not lifted
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed that the company shall, in accordance with the relevant provisions of 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, 2020 restricted stock incentive plan and 2021 restricted stock incentive plan, as well as the company’s first extraordinary general meeting in 2018, the eighth extraordinary general meeting in 2018, the second extraordinary general meeting in 2020 Authorized by the 2020 annual general meeting of shareholders, the restricted shares held by the resigned personnel in the above incentive plan and the restricted shares in the above incentive plan that do not meet the unlocking conditions due to the company’s failure to meet the performance assessment target of 2021 are repurchased and cancelled. The total number of restricted shares to be repurchased and cancelled is 13384855.
Directors Wu Youlin, Huang Huadong, Ding nengshui, Wu Jun and ye Junbiao who are related to the incentive objects involved in the repurchase cancellation avoided voting on this proposal.
Independent directors have expressed independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on repurchase and cancellation of some restricted shares granted but not lifted (Announcement No.: 2022-022).
(IV) deliberated and passed the proposal on Amending the articles of association
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed that the company will amend the relevant provisions of the articles of association in accordance with the provisions of the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents. The amended articles of association will take effect from the date of deliberation and adoption by the general meeting of shareholders.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on Amending the articles of association and relevant rules of procedure (Announcement No.: 2022-023) and Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of association.
(V) deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on Amending the articles of association and relevant rules of procedure (Announcement No.: 2022-023) and the rules of procedure of Fujian Aonong Biological Technology Group Incorporation Limited(603363) general meeting of shareholders disclosed.
(VI) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on Amending the articles of association and relevant rules of procedure (Announcement No.: 2022-023) and the rules of procedure of Fujian Aonong Biological Technology Group Incorporation Limited(603363) board of directors disclosed.
(VII) deliberated and adopted the proposal on Amending the working system of independent directors
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Fujian Aonong Biological Technology Group Incorporation Limited(603363) independent director working system.
(VIII) deliberated and passed the proposal on Amending the measures for the administration of connected transactions
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The measures for the administration of Fujian Aonong Biological Technology Group Incorporation Limited(603363) connected transactions disclosed.
(IX) deliberated and passed the proposal on Amending the measures for the administration of raised funds
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The measures for the administration of Fujian Aonong Biological Technology Group Incorporation Limited(603363) raised funds disclosed.
(x) deliberated and passed the proposal on Revising the administrative measures for information disclosure
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed that the company will revise the current Fujian Aonong Biological Technology Group Incorporation Limited(603363) information disclosure management measures and rename it Fujian Aonong Biological Technology Group Incorporation Limited(603363) information disclosure management system. The revised system is detailed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) The Fujian Aonong Biological Technology Group Incorporation Limited(603363) information disclosure management system.
（11） The proposal on Revising the management system of information disclosure suspension and exemption was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Fujian Aonong Biological Technology Group Incorporation Limited(603363) information disclosure suspension and exemption management system.
（12） Deliberated and adopted the proposal on Amending the working rules of the audit committee
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Fujian Aonong Biological Technology Group Incorporation Limited(603363) detailed rules for the work of the audit committee of the board of directors disclosed.
（13） The proposal on Revising the working system of the Secretary of the board of directors was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed the Fujian Aonong Biological Technology Group Incorporation Limited(603363) working system of the Secretary of the board of directors.
（14） The proposal on Amending the rules for the management of shares and changes of the company held by directors, supervisors and senior managers was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Fujian Aonong Biological Technology Group Incorporation Limited(603363) rules on the management of shares and changes of the company held by directors, supervisors and senior managers disclosed.
（15） The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted. The voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed that the company will hold the second extraordinary general meeting of shareholders in 2022 on March 4, 2022. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-024).
See the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for the independent opinions of the independent directors on relevant matters of the board of directors Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors of the company.
It is hereby announced.
Fujian Aonong Biological Technology Group Incorporation Limited(603363) board of directors February 17, 2022
