Securities code: 000061 securities abbreviation: Shenzhen Agricultural Products Group Co.Ltd(000061) Announcement No.: 2021-052 Shenzhen Agricultural Products Group Co.Ltd(000061)
Announcement on resolutions of the 49th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 49th meeting of the 8th board of directors of Shenzhen Agricultural Products Group Co.Ltd(000061) (hereinafter referred to as “the company”) was held on December 14, 2021 (Tuesday) at 10:00 am, the meeting was held in haijixing conference room, 13th floor, times science and technology building, No. 7028, Shennan Avenue, Futian District, Shenzhen. The notice of the meeting was sent in writing or e-mail on December 10, 2021. There were 12 directors at the meeting, but there were 10 directors. Mr. Huang Wei, the chairman of the board, was unable to attend the meeting on business, and entrusted Mr. Wang Li, the director, to attend and vote on behalf of him Mr. Ning Zhong, the legislative director, was unable to attend the meeting on business and entrusted Mr. Liu Luyu, an independent director, to attend and vote on his behalf. The company’s supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law and the articles of association. The meeting was presided over by Mr. Huang Ming, the director and President elected by more than half of the directors. After careful deliberation and voting by all the directors present, the following proposals were adopted one by one:
1、 Proposal on the company’s 2021 employee stock ownership plan (Draft) and its abstract
The company’s first extraordinary general meeting in 2021 and the 44th meeting of the eighth board of directors reviewed and approved the company’s salary incentive and restraint plan and the 2019 long-term incentive fund accrual and distribution plan respectively. In order to cooperate with the implementation of the above plans, fully mobilize the enthusiasm and creativity of the company’s core backbone, promote the transformation and upgrading of the company and achieve high quality For sustainable development, the company has formulated the 2021 employee stock ownership plan (Draft) and its summary
Yes. For details, please refer to the company’s 2021 ESOP (Draft) and the company’s 2021 ESOP (Draft) summary published on cninfo.com on December 15, 2021.
This matter has been approved at the second meeting of the sixth employee congress of the company.
There were 9 affirmative votes, 0 negative votes and 0 abstention votes.
Related directors Mr. Huang Ming, Mr. Tai Bing and Mr. Xiang Zili have withdrawn from voting.
This proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation.
For details of the resolutions of the board of supervisors, the company published in the securities times, China Securities Journal and Shanghai Securities News on December 15, 2021 Announcement of the 31st meeting of the 8th board of supervisors (Announcement No.: 2021-053) of Securities Daily and cninfo.com. For the opinions of the relevant board of directors, board of supervisors and independent directors, see the announcement published on cninfo.com on December 15, 2021.
2、 Proposal on the management measures of the company’s employee stock ownership plan in 2021
In order to standardize the implementation of the company’s employee stock ownership plan in 2021, the company has formulated the management measures for the company’s employee stock ownership plan in 2021. For details, please refer to the company’s 2021 ESOP management measures published on cninfo.com on December 15, 2021.
There were 9 affirmative votes, 0 negative votes and 0 abstention votes.
Related directors Mr. Huang Ming, Mr. Tai Bing and Mr. Xiang Zili have withdrawn from voting.
This proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation.
For details of the resolutions of the board of supervisors, the company published in the securities times, China Securities Journal and Shanghai Securities News on December 15, 2021 Announcement of the 31st meeting of the 8th board of supervisors (Announcement No.: 2021-053) of Securities Daily and cninfo.com. For the opinions of the relevant board of directors, board of supervisors and independent directors, see the announcement published on cninfo.com on December 15, 2021.
3、 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan
In order to facilitate the smooth implementation of the employee stock ownership plan in 2021, the general meeting of shareholders is requested to authorize the board of directors to fully handle matters related to the employee stock ownership plan, including but not limited to the following matters:
1. Authorize the board of directors to handle the change and termination of the employee stock ownership plan, including but not limited to the change of stock source, capital source and management mode as agreed in the employee stock ownership plan, the disqualification of the plan holder as agreed in the employee stock ownership plan, early termination of the employee stock ownership plan, etc;
2. Authorize the board of directors to make a decision on the extension of the duration of the employee stock ownership plan;
3. Authorize the board of directors to go through the procedures related to securities and capital accounts involved in the employee stock ownership plan and all matters related to the locking and unlocking of purchased shares;
4. After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies during the implementation period, the board of directors of the company is authorized to make corresponding adjustments to the ESOP according to the new policies;
5. Handle other matters related to the employee stock ownership plan within the scope permitted by laws, regulations, relevant normative documents and the articles of association, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
6. Authorize the board of directors to draft and sign the agreement documents related to the employee stock ownership plan. The above authorization shall be valid from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
There were 9 affirmative votes, 0 negative votes and 0 abstention votes.
Related directors Mr. Huang Ming, Mr. Tai Bing and Mr. Xiang Zili have withdrawn from voting.
This proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation.
For details of the resolutions of the board of supervisors, the company published in the securities times, China Securities Journal and Shanghai Securities News on December 15, 2021 Announcement of the 31st meeting of the 8th board of supervisors (Announcement No.: 2021-053) of Securities Daily and cninfo.com. For the opinions of the relevant board of directors, board of supervisors and independent directors, see the announcement published on cninfo.com on December 15, 2021.
4、 Proposal on abandoning the preemptive right of equity of the participating company kaijixing testing company to constitute a connected transaction
For details, please refer to the announcement on giving up the preemptive right of equity of the joint-stock company kaijixing testing company to form related party transactions (Announcement No.: 2021-054) published by the company in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on December 15, 2021.
There were 7 affirmative votes, 0 negative votes and 0 abstention votes.
The purchaser of the above transaction is food group, which is the controlling shareholder of the company. This event constitutes a related party transaction. The related directors Mr. Huang Wei, Mr. Huang Ming, Mr. Wang Li, Mr. Tai Bing and Mr. Xiang Zili have avoided voting.
See the announcement of the company published on cninfo.com on December 15, 2021 for the prior approval letter and independent opinions of relevant independent directors.
5、 Proposal on liquidation and cancellation of Yantai haijixing company, a holding subsidiary
In view of the fact that the Yantai sea Jetion international Shenzhen Agricultural Products Group Co.Ltd(000061) Cold Chain Logistics Co., Ltd. (hereinafter referred to as the “Yantai Hai Jetion company”) has not been granted land for the project and has not started its business since the establishment of the company’s holding subsidiary, the company has agreed to liquidate the Yantai Hai Jetion company through the consensus of the shareholders. The basic situation of Yantai Hai Jetion company is as follows:
(i) Name: Yantai haijixing international Shenzhen Agricultural Products Group Co.Ltd(000061) Cold Chain Logistics Co., Ltd
（2） Address: No. 3, Kaifeng Road, development zone, Yantai, Shandong
（3） Legal representative: Yu Hui
（4） Registered capital: 100 million yuan
（5） Paid in capital: 20 million yuan
（6） Company type: other limited liability companies
（7） Date of establishment: March 10, 2015
（8） Business term: March 10, 2015 to March 10, 2055
（9） Business scope: market establishment, facility leasing, property management, hotel management, cargo storage and management, import and export of goods and technology, Shenzhen Agricultural Products Group Co.Ltd(000061) , sales of aquatic products, development and utilization of agricultural infrastructure, investment information consulting, enterprise management consulting, equity investment, and engaging in investment permitted by national industrial policies with its own assets. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
（10） Shareholders and capital contributions:
Name of shareholder shareholding ratio subscribed capital contribution paid in capital contribution
Shenzhen Agricultural Products Group Co.Ltd(000061) 51%51 million yuan 10.2 million yuan
Huada enterprise asset management (Shenzhen) Co., Ltd. 49% 49 million yuan 9.8 million yuan
Total 100% 100 million yuan 20 million yuan
（11） Financial position:
According to the audit, as of December 31, 2020, the total assets of Yantai haijixing company were 5.9022 million yuan, the total liabilities were 233200 yuan and the net assets were 5.669 million yuan. In 2020, Yantai haijixing company did not carry out business, had no operating revenue, and the net profit was -1075700 yuan.
Unaudited, as of November 30, 2021, Yantai haijixing company had total assets of RMB 5.8591 million, total liabilities of RMB 0 million and net assets of RMB 5.8591 million. From January to November 2021, Yantai haijixing company did not carry out business, had no operating revenue, and the net profit was 190100 yuan.
（12） Creditor’s rights and debts: Yantai haijixing company has no outstanding debts.
（13） Personnel placement: except for 3 dispatched personnel, they are recalled by the shareholders respectively, and other personnel placement matters are not involved.
（14） Others: the contracts of Yantai haijixing company have been completed or terminated, and there are no unfinished contracts; Yantai haijixing company has no pending matters such as guarantee, litigation and arbitration; Yantai haijixing company is not a dishonest executee.
Since Yantai haijixing company has not yet carried out business, this item will not affect the company’s business development and is conducive to reducing the company’s investment risk and optimizing resource allocation.
This matter does not constitute a connected transaction and does not need to be submitted to the general meeting of shareholders for deliberation.
The board of directors authorizes the management to handle liquidation and cancellation in accordance with relevant laws and regulations and sign relevant legal documents.
There were 12 affirmative votes, 0 negative votes and 0 abstention votes.
6、 Proposal on terminating the acquisition of 60% equity of the guarantee company by a wholly-owned subsidiary
For details, see the announcement on terminating the acquisition of 60% equity of guarantee companies by wholly-owned subsidiaries (Announcement No.: 2021-055) published by the company in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on December 15, 2021. The number of affirmative votes is 12, the number of negative votes is 0 and the number of abstention votes is 0.
7、 Proposal on formulating the remuneration scheme for senior managers of the company
There were 10 affirmative votes, 0 negative votes and 0 abstention votes.
Related directors Mr. Huang Ming and Mr. Tai Bing have avoided voting.
8、 Proposal on formulating the company’s internal control and risk management system
There were 12 affirmative votes, 0 negative votes and 0 abstention votes.
9、 Proposal on Revising the company’s internal audit management system
There were 12 affirmative votes, 0 negative votes and 0 abstention votes.
10、 Proposal on convening the third extraordinary general meeting of shareholders in 2021
For details, see the notice on convening the third extraordinary general meeting in 2021 (Announcement No.: 2021-056) published by the company in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on December 15, 2021. There are 12 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
Shenzhen Agricultural Products Group Co.Ltd(000061) board of directors
December 15, 2001
