Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2021-177 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 112849 bond abbreviation: 19 muyuan 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Announcement on the resolution of the fifth extraordinary general meeting of shareholders in 2021
The company and its directors, supervisors and senior managers guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company” or “the company”) published the notice on convening the fifth extraordinary general meeting of shareholders in 2021 on the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo website on December 7, 2021 and December 21, 2021 Suggestive announcement on convening the fifth extraordinary general meeting of shareholders in 2021.
The general meeting of shareholders was held by combining on-site voting and online voting. There were no resolutions, amendments or new proposals submitted for voting at the shareholders’ meeting.
1、 Meetings held
1. Convener: Board of directors
2. Moderator: Qin Yinglin
3. Meeting time
(1) On site meeting time: 15:00 PM, December 22, 2021
(2) Online voting time: December 22, 2021. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the trading day of December 22, 2021; the time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. on December 22, 2021 to January 1, 2021 Any time during 15:00 p.m. on February 22.
4. Venue: muyuan conference room, Longsheng industrial park, Wolong District, Nanyang city.
Securities law, listing rules of Shenzhen Stock Exchange, articles of association, etc.
2、 Attendance at the meeting
A total of 150 shareholders and shareholder agents attended the meeting, representing 164 shareholders, representing 3180235268 voting shares, accounting for 60.4336% of the total voting shares of the company. Of which:
1. A total of 20 shareholders and shareholder agents attended the meeting, representing 34 shareholders, representing 2886209216 voting shares, accounting for 54.8463% of the total voting shares of the company;
2. A total of 130 shareholders and shareholder agents voted through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 130 shareholders and 294026052 voting shares, accounting for 5.5873% of the total voting shares of the company.
3. A total of 155 small and medium-sized investors participated in the meeting through the site and network, representing 307756058 voting shares, accounting for 5.8483% of the total voting shares of the company.
Some directors, supervisors and senior managers of the company attended the meeting. The convening and convening procedures of the general meeting of shareholders, the qualifications of participants and voting procedures comply with the provisions of the company law and the articles of association, and the meeting is legal and effective.
Ye Jianfei and Hou Jie of Beijing Kangda law firm witnessed the shareholders’ meeting and issued a legal opinion. See http://www.cn.info.com.cn for details.
3、 Deliberation and voting of proposals
After careful deliberation, the shareholders and shareholders’ representatives present at the meeting voted on the proposals submitted to the meeting by means of on-site open ballot and online voting, and adopted the following resolutions:
(i) The proposal on the company and its holding subsidiaries applying for credit lines from banks and other financial institutions was deliberated and adopted
Voting: 3177275855 shares were approved, accounting for 99.9069% of the total number of valid voting shares attending the general meeting of shareholders; 2947213 opposed shares, accounting for 0.0927% of the total number of valid voting shares attending the general meeting of shareholders; 12200 shares abstained, accounting for 0.0004% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 304796645 shares were approved, accounting for 99.0384% of the valid voting shares held by minority shareholders attending the meeting; Against 2947213 shares, accounting for 0.9576% of the valid voting shares held by minority shareholders attending the meeting; 12200 shares were abstained, accounting for 0.0040% of the valid voting shares held by minority shareholders attending the meeting.
（2） The proposal on the prediction of guarantee amount of the company and its holding subsidiaries was deliberated and adopted
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3111689695 shares were approved, accounting for 97.8446% of the total number of valid voting shares attending the general meeting of shareholders; 68533373 opposed shares, accounting for 2.1550% of the total number of valid voting shares attending the general meeting of shareholders; 12200 shares abstained, accounting for 0.0004% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 239210485 shares were approved, accounting for 77.7273% of the valid voting shares held by minority shareholders attending the meeting; 68533373 opposed shares, accounting for 22.2687% of the valid voting shares held by minority shareholders attending the meeting; 12200 shares were abstained, accounting for 0.0040% of the valid voting shares held by minority shareholders attending the meeting.
（3） The proposal on adjusting matters related to borrowing from related shareholders and related party transactions was deliberated and adopted Voting: 297716658 shares were approved, accounting for 96.3549% of the total number of valid voting shares attending the general meeting of shareholders; 5568895 opposed shares, accounting for 1.8024% of the total number of valid voting shares attending the general meeting of shareholders; 5693734 shares abstained, accounting for 1.8428% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 294458645 shares were approved, accounting for 96.3160% of the valid voting shares held by minority shareholders attending the meeting; 5568895 opposed shares, accounting for 1.8216% of the valid voting shares held by minority shareholders attending the meeting; 5693734 shares were abstained, accounting for 1.8624% of the valid voting shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and relevant related shareholders have avoided voting.
（4） The proposal on the prediction of daily connected transactions in 2022 was considered and adopted
Voting: 308942499 shares were approved, accounting for 99.9881% of the total number of valid voting shares attending the general meeting of shareholders; 24588 opposed shares, accounting for 0.0080% of the total number of valid voting shares attending the general meeting of shareholders; 12200 shares abstained, accounting for 0.0039% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 305684486 shares were approved, accounting for 99.9880% of the valid voting shares held by minority shareholders attending the meeting; 24588 opposed shares, accounting for 0.0080% of the valid voting shares held by minority shareholders attending the meeting; 12200 shares were abstained, accounting for 0.0040% of the valid voting shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and relevant related shareholders have avoided voting.
（5） Reviewed and adopted the revised
<股东大会议事规则>
Proposal for
Voting: 3113911052 shares were approved, accounting for 97.9145% of the total number of valid voting shares attending the general meeting of shareholders; 65843776 opposed shares, accounting for 2.0704% of the total number of valid voting shares attending the general meeting of shareholders; 480440 shares abstained, accounting for 0.0151% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 241431842 shares were approved, accounting for 78.4491% of the valid voting shares held by minority shareholders attending the meeting; Against 65843776 shares, accounting for 21.3948% of the valid voting shares held by minority shareholders attending the meeting; 480440 shares were abstained, accounting for 0.1561% of the valid voting shares held by minority shareholders attending the meeting.
（6） Reviewed and adopted the revised
<独立董事制度>
Proposal for
Voting: 3113911052 shares were approved, accounting for 97.9145% of the total number of valid voting shares attending the general meeting of shareholders; 65843776 opposed shares, accounting for 2.0704% of the total number of valid voting shares attending the general meeting of shareholders; 480440 shares abstained, accounting for 0.0151% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 241431842 shares were approved, accounting for 78.4491% of the valid voting shares held by minority shareholders attending the meeting; Against 65843776 shares, accounting for 21.3948% of the valid voting shares held by minority shareholders attending the meeting; 480440 shares were abstained, accounting for 0.1561% of the valid voting shares held by minority shareholders attending the meeting.
（7） Reviewed and adopted the revised
<累积投票制度实施细则>
Proposal for
Voting: 3113911052 shares were approved, accounting for 97.9145% of the total number of valid voting shares attending the general meeting of shareholders; 65843776 opposed shares, accounting for 2.0704% of the total number of valid voting shares attending the general meeting of shareholders; 480440 shares abstained, accounting for 0.0151% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 241431842 shares were approved, accounting for 78.4491% of the valid voting shares held by minority shareholders attending the meeting; Against 65843776 shares, accounting for 21.3948% of the valid voting shares held by minority shareholders attending the meeting; 480440 shares were abstained, accounting for 0.1561% of the valid voting shares held by minority shareholders attending the meeting.
（8） Reviewed and adopted the revised
<募集资金管理制度>
Proposal for
Voting: 3113893044 shares were approved, accounting for 97.9139% of the total valid voting shares attending the general meeting of shareholders; 65861784 opposed shares, accounting for 2.0710% of the total number of valid voting shares attending the general meeting of shareholders; 480440 shares abstained, accounting for 0.0151% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 241413834 shares were approved, accounting for 78.4432% of the valid voting shares held by minority shareholders attending the meeting; 65861784 opposed shares, accounting for 21.4006% of the valid voting shares held by minority shareholders attending the meeting; 480440 shares were abstained, accounting for 0.1561% of the valid voting shares held by minority shareholders attending the meeting.
（9） Deliberated and adopted the regulation on
< Muyuan Foods Co.Ltd(002714) 2019 年限制性股票激励计划（草案）>
And its abstract
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3111025668 shares were approved, accounting for 98.7345% of the total number of valid voting shares attending the general meeting of shareholders; 39862070 opposed shares, accounting for 1.2651% of the total number of valid voting shares attending the general meeting of shareholders; 12200 shares abstained, accounting for 0.0004% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 267881788 shares were approved, accounting for 87.0435% of the valid voting shares held by minority shareholders attending the meeting; Against 39862070 shares, accounting for 12.9525% of the valid voting shares held by minority shareholders attending the meeting; 12200 shares were abstained, accounting for 0.0040% of the valid voting shares held by minority shareholders attending the meeting.
The proposal involves related party transactions, and relevant related shareholders have avoided voting.
（10） Deliberated and adopted the regulation on
< Muyuan Foods Co.Ltd(002714) 2019 年限制性股票激励计划实施考核管理办法）>
Proposal for
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 3111026368 shares were approved, accounting for 98.7345% of the total number of valid voting shares attending the general meeting of shareholders; 39860870 opposed shares, accounting for 1.2651% of the total number of valid voting shares attending the general meeting of shareholders; 12700 shares abstained, accounting for 0.0004% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 267882488 shares were approved, accounting for 87.0438% of the valid voting shares held by minority shareholders attending the meeting; opposition
