Securities code: 605296 securities abbreviation: Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) Announcement No.: 2022-011 Yunnan Shennong Agricultural Industry Group Co.Ltd(605296)
Announcement of resolutions of the 31st 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.
Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) (hereinafter referred to as "the company") the notice of the 31st meeting of the third board of directors was sent to all directors by e-mail on February 11, 2022. The meeting was held in the conference room on the 39th floor of Kunming Henglong Plaza office building, No. 23 Dongfeng East Road, Panlong District, Kunming City, Yunnan Province on February 23, 2022. The on-site meeting was presided over by Mr. He Zuxun, chairman of the board of directors. There were 7 directors who should attend the meeting, 7 directors actually attended the meeting, and the supervisors of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) articles of association. After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted:
1. Proposal on nominating candidates for non independent directors of the Fourth Board of directors
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
It is agreed to nominate Mr. He Zuxun, Ms. He Qiaoguan, Mr. Zhang Xiaodong and Mr. Duncan as candidates for non independent directors of the Fourth Board of directors of the company (the resume is attached). The term of office starts from the date of election at the general meeting of shareholders of the company and expires at the current board of directors.
Independent directors have expressed their independent opinions on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for voting.
2. Proposal on nominating candidates for independent directors of the Fourth Board of directors
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
It is agreed to nominate Mr. long Chao, Mr. Huang song and Mr. Tian Jun as candidates for independent directors of the Fourth Board of directors of the company (resume attached). The term of office starts from the date of election at the general meeting of shareholders of the company and expires at the current board of directors.
The qualifications and independence of the independent director candidates nominated this time have passed the no objection examination of Shanghai Stock Exchange.
Independent directors have expressed their independent opinions on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for voting.
3. Proposal on investment and construction of revitalization project of pig farm of Guangxi Daxin Shennong animal husbandry Co., Ltd
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) on foreign investment (Announcement No.: 2022-013). 4. Proposal on investment and construction of food deep processing project with annual output of 24000 tons of Yunnan Chengjiang Shennong Food Co., Ltd
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) on foreign investment (Announcement No.: 2022-013). 5. Proposal on increasing registered capital of wholly owned subsidiaries
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) on foreign investment (Announcement No.: 2022-013). 6. Proposal on changing investment projects with raised funds
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
Independent directors have expressed their 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 of Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) on changing investment projects with raised funds (Announcement No.: 2022-014).
7. Proposal on convening the first extraordinary general meeting of shareholders in 2022
With 7 affirmative votes, 0 abstention and 0 negative votes, the proposal was adopted.
See Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) notice on convening the company's first extraordinary general meeting in 2022 (Announcement No.: 2022-015) disclosed by the company on the same day for details.
It is hereby announced.
Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) board of directors February 24, 2022
Resume of candidates for the 4th board of directors
1. Director candidate Mr. He Zuxun
Mr. He Zuxun: born in 1965, Chinese nationality, without permanent overseas residency, graduated from South China Agricultural University, majoring in veterinary science, bachelor degree, senior animal husbandry teacher. From 1988 to 1990, he worked as an animal husbandry veterinarian in the animal husbandry bureau of Luliang County, and from 1992 to 1998, he worked as a sales engineer in Zhengda Kangdi (Shenzhen) Co., Ltd. Founded Shennong feed in 1999, he has successively served as executive director and general manager, chairman and general manager of Shennong feed, Shennong Co., Ltd. and Shennong Co., Ltd. now he is the chairman and general manager of the company, executive partner of Zhengdao investment and executive director of Shennong investment. Mr. He Zuxun's social positions mainly include director of the 7th Council of China Feed Industry Association, director of pig branch of China Animal Husbandry Association, member of the 10th and 11th Yunnan provincial CPPCC, President of Yunnan animal husbandry association, executive vice president of the 7th Council of Yunnan feed industry association, visiting professor of Renmin University of China Distinguished professor of Yunnan Agricultural University, etc.
Up to now, Mr. He Zuxun holds 200782039 shares of the company and has a brother sister relationship with Ms. He Qiaoguan, Mr. He yuebin and Mr. He Baojian, who hold more than 5% of the shares of the company. In addition to the above circumstances, Mr. He Zuxun has no relationship with other shareholders, directors, supervisors and senior managers of the company who hold more than 5% of the shares, There is no punishment by the CSRC and other relevant departments or the stock exchange, and there is no prohibition of being a director of the company as stipulated in the company law and the articles of association.
Mr. He Zuxun has been engaged in animal husbandry for a long time. He has been rated as an advanced worker in China's animal husbandry industry, an excellent private science and technology entrepreneur in Yunnan Province and an excellent entrepreneur in Yunnan animal husbandry industry. The clean production process and supporting equipment of large-scale pig farms he participated in won the second prize of "science and Technology Progress Award" of the Ministry of education of the people's Republic of China, The research, application and industrialization demonstration project of healthy pig production process model in Yunnan Province won the third prize of science and technology progress award issued by Yunnan Provincial People's government and the first prize of Kunming Science and technology progress award issued by Kunming Municipal People's government.
2. Ms. Qiao, director candidate he Guan
Ms. He Qiaoguan: born in 1969, Chinese nationality, without permanent overseas residency, college degree, senior accountant and certified financial planner. From 1991 to 1993, he worked in Yunnan Zhanyi chemical fertilizer plant. From 1999 to 2012, he successively served as the supervisor, director, deputy general manager and chief financial officer of Shennong feed and Shennong Co., Ltd. Since 2013, he has served as a director, deputy general manager and executive partner of Zhengdao investment.
Up to now, Ms. He Qiaoguan holds 46334317 shares of the company and has brother sister relationship and concerted action with shareholders he Zuxun, he yuebin and he Baojian who hold more than 5% of the company's shares. Except for the above circumstances, Ms. He Qiaoguan has no relationship with other shareholders, directors, supervisors and senior managers who hold more than 5% of the company's shares, There is no punishment by the CSRC and other relevant departments or the stock exchange, and there is no prohibition of being a director of the company as stipulated in the company law and the articles of association.
3. Director candidate: Mr. Zhang Xiaodong
Mr. Zhang Xiaodong: born in 1982, Chinese nationality, without permanent overseas residency, college degree, intermediate accountant. From 2002 to 2003, worked as cashier and accountant in Kunming Shengda Shanghai New World Co.Ltd(600628) pharmacy Co., Ltd. He joined Shennong Co., Ltd. in 2003 and successively served as accountant, financial manager, general manager assistant, Secretary of the board of directors and other positions in the group company and its subsidiaries. He is currently a director, deputy general manager and general manager of the food business department of the company. Up to now, Mr. Zhang Xiaodong has not directly held the company's shares, has no relationship with the actual controller, shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances stipulated in the company law and the articles of association that a person may not serve as a director of the company.
4. Director candidate: Mr. Duncan
Mr. Duncan: born in 1985, Chinese nationality, without overseas permanent residency, master's degree, practicing assistant veterinary physician. From April 2012 to April 2015, he served as technical service manager and production manager in Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) breeding business department. From May 2015 to June 2021, he successively served as the head of Yuezhou sow farm of Yunnan Shennong Agricultural Industry Group Co.Ltd(605296) breeding business department, the head of Pule 8000 breeding pig farm, the general manager of pig breeding system in Luliang region, the deputy general manager of breeding business department and the general manager of pig breeding system in Luliang region General manager of Guangxi Daxin Shennong animal husbandry. He is now the general manager of the breeding business department.
Up to now, Mr. Duncan does not hold shares of the company, has no relationship with the actual controller, shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances stipulated in the company law and the articles of association that a person may not serve as a director of the company.
5. Director candidate: Mr. Huang song
Mr. Huang song: born in 1972, Chinese nationality, without permanent overseas residency, bachelor degree, lawyer. From 1997 to 2002, he worked as a lawyer and partner in Yunnan Haihe law firm, and from 2003 to 2013, he worked as a lawyer and partner in Yunnan Shangyi law firm. He is currently a lawyer, senior partner and independent director of Beijing Dacheng (Kunming) law firm.
Up to now, Mr. Huang song does not hold shares of the company, has no relationship with the actual controller, shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances in which the company law and the articles of association stipulate that they are not allowed to serve as directors of the company, and they meet the requirements of the company law and other relevant laws, regulations and regulations.
6. Director candidate: Mr. Tian Jun
Mr. Tian Jun: born in 1972, Chinese nationality, without permanent overseas residency, master's degree, senior accountant and certified public accountant. From July 1994 to March 1998, he worked as a securities analyst in the Securities Department of Wuhan Commercial Bank, a project manager of the Securities Investment Department of Wuhan International Trust and Investment Corporation from April 1998 to March 2001, a financial manager of the business department of Wuhan Securities Corporation from April 2001 to August 2005, and a manager of the compliance department of new era Securities Corporation from September 2005 to September 2006, From October 2006 to October 2007, he served as the chief financial officer of sonak (China) Biotechnology Co., Ltd. and successively served as Yixintang Pharmaceutical Group Co.Ltd(002727) director, vice president, Secretary of the board of directors and financial director from November 2007 to November 2019. He is now an off campus tutor of finance major in the school of finance of Yunnan University of Finance and economics and an independent director of the company.
Up to now, Mr. Tian Jun does not hold shares of the company, has no relationship with the actual controller, shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances in which the company law and the articles of association stipulate that they are not allowed to serve as directors of the company, and they meet the requirements of the company law and other relevant laws, regulations and regulations.
7. Director candidate: Mr. long Chao
Mr. long Chao: born in 1964, Chinese nationality, without permanent overseas residency, doctoral candidate, professor. From 1990 to 2004, he successively served as a teaching assistant, lecturer and associate professor in Yunnan Institute of Finance and trade, and from 2004 to 2007, he served as a professor and President of the school of finance. He is currently a professor and doctoral supervisor of the Institute of finance of Yunnan University of Finance and economics, Yunnan Tourism Co.Ltd(002059) independent director, Kunming Chuan Jin Nuo Chemical Co.Ltd(300505) independent director, Yunnan Coal & Energy Co.Ltd(600792) independent director, Yunnan Lincang Xinyuan Germanium Industry Co.Ltd(002428) independent director, independent director of Yunnan International Trust Co., Ltd., independent director of Yunnan Dali Rural Commercial Bank Co., Ltd. and independent director of the company.
Up to now, Mr. long Chao does not hold shares of the company, has no relationship with the actual controller, shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances in which the company law and the articles of association stipulate that they are not allowed to serve as directors of the company, and they meet the requirements of the company law and other relevant laws, regulations and regulations.
Mr. long Chao is qualified as an independent director and has sufficient time to participate in corporate governance. His appointment complies with the opinions on further regulating the part-time (employment) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee and the notice on Further Strengthening the part-time management of Party and government leading cadres in Colleges and universities directly under the Ministry of education.
