Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2021-256
Bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157)
Announcement on resolutions of the 34th meeting of the 6th 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.
1、 Convening of board meeting
1. The notice of the 34th meeting of the sixth board of directors (hereinafter referred to as “the company”) was sent to all directors by e-mail and personal service on December 17, 2021.
2. The meeting will be held by means of communication voting on December 27, 2021.
3. Five directors should be present at the meeting, five actually present, and all directors attended the meeting in person. Comply with the provisions of the company law of the people’s Republic of China and the requirements of the company’s articles of association.
4. The meeting was presided over by Mr. Lin Feng, chairman and general manager. Mr. Huang Jianjun, Mr. Wu Youfa and Mr. Zou Fuxing, supervisors of the company, Mr. Wang Yonghong, chief financial officer and Ms. Zhu Jianxia, Secretary of the board of directors attended the meeting as nonvoting delegates. 5. The convening of the board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on the forecast of daily connected transactions in 2022 by 3 affirmative votes, 0 negative votes, 0 abstention votes and 2 withdrawal votes;
In 2022, the company expects that the total amount of connected transactions with Shandong hekangyuan biological breeding Co., Ltd. will not exceed 420 million yuan, the total amount of daily connected transactions with Jiangxi Keding Asset Management Co., Ltd. will not exceed 10 million yuan, and the total amount of daily connected transactions with Jiangxi Jiangnan fragrant rice industry Co., Ltd. will not exceed 20 million yuan, The total amount of daily connected transactions with Jiangxi Zengxin Technology Co., Ltd. shall not exceed 200 million yuan, with Shanghai Shanlin Food Co., Ltd. shall not exceed 15 million yuan, and with Jiangxi Yumin Bank Co., Ltd. shall not exceed 500 million yuan, The total amount of daily connected transactions with Ji’an Zhengbang Food Co., Ltd. shall not exceed 955 million yuan, and the total amount of daily connected transactions with Jiangxi Zhengbang Food Co., Ltd. and its subsidiaries shall not exceed 200 million yuan.
Mr. Lin Feng, the director of the company, is a director of Zhengbang Group Co., Ltd. (hereinafter referred to as “Zhengbang group”) and Mr. Cheng fangui is a director of Jiangxi Yumin Bank Co., Ltd. therefore, the directors Lin Feng and Mr. Cheng fangui are affiliated directors and avoid voting on the proposal.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this matter. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Prior approval opinions of independent directors on matters related to the 33rd meeting of the 6th board of directors and independent opinions of independent directors on matters related to the 34th meeting of the 6th board of directors. The recommendation institution has issued verification opinions on this. For details, see http://www.cn.info.com.. CN.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
The announcement on the forecast of daily connected transactions in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-258 of the company.
2. The meeting deliberated and adopted the proposal on the prediction of external guarantee amount in 2022 with 5 affirmative votes, 0 negative votes and 0 abstention votes;
In order to ensure the daily production and operation of the company and its holding subsidiaries, the company plans to provide guarantees for subsidiaries within the scope of consolidated statements, mutual guarantees between holding subsidiaries The total guarantee amount of the holding subsidiary for the company shall not exceed 38655270000 yuan (the estimated guarantee amount can be recycled); among them, the amount guaranteed by the company or its holding subsidiaries for holding subsidiaries with asset liability ratio of more than 70% is 28849.22 million yuan; the amount guaranteed for holding subsidiaries with asset liability ratio of less than 70% is 83065 million yuan; the amount guaranteed by its subordinate holding subsidiaries for the company is 150 million yuan, which is within the estimated total guarantee amount of the whole year , the guarantee amount of each subordinate holding subsidiary can be adjusted among similar guarantee objects. The guarantee period starts from the first extraordinary general meeting of the company in 2022 to the date when the general meeting of shareholders at the beginning of the next year considers the proposal related to the annual external guarantee amount. The board of directors also authorizes the chairman of the company or the representative authorized in writing by the chairman of the company to handle specific signing matters within the guarantee limit.
The above guarantee scope includes but is not limited to applying to commercial banks and other financial institutions for comprehensive credit business, factoring business The guarantee methods include but are not limited to joint and several liability guarantee, mortgage guarantee, etc.
The independent directors of the company have expressed their independent opinions on this proposal. See http://www.cn.info.com.cn for the opinions of the independent directors.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The announcement on the forecast of external guarantee amount in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-259 of the company.
3. The meeting deliberated and adopted the proposal on borrowing and related party transactions from controlling shareholders and persons acting in concert in 2022 with 4 affirmative votes, 0 negative votes, 0 abstention votes and 1 withdrawal vote;
The company plans to apply to the controlling shareholder Zhengbang group and its concerted action Jiangxi Yonglian agricultural Holding Co., Ltd. for temporary loans totaling no more than 5 billion yuan (the interest rate is the bank loan interest rate of the same period), which is used to meet the needs of short-term and temporary replenishment of the company’s working capital and repayment of bank loans. The loan limit is valid for 12 months and can be recycled within the validity period. Zhengbang group is the controlling shareholder of the company, and this transaction constitutes a related party transaction.
Mr. Lin Feng, the director of the company, is a director of Zhengbang group, so he is an affiliated director. He avoids voting on this proposal.
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）Prior approval opinions of independent directors on matters related to the 33rd meeting of the 6th board of directors and independent opinions of independent directors on matters related to the 34th meeting of the 6th board of directors. The recommendation institution has issued verification opinions on this. For details, see http://www.cn.info.com.. CN.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The announcement on borrowings and related party transactions from controlling shareholders and persons acting in concert in 2022 was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-260 of the company.
4. The meeting deliberated and adopted the proposal on the total amount and authorization of the company’s loans to banks and other financial institutions in 2022 by 5 votes in favor, 0 against and 0 abstention;
According to the company’s business plan and strategic development plan in 2022, in order to ensure the smooth operation of business objectives in 2022
In 2022, the company plans to apply to banks and other financial institutions for comprehensive credit with a total amount of no more than 60 billion yuan. The company will strictly control the scale of credit, and the specific borrowing time, amount and purpose will be determined according to the actual needs of the company. Within the aforesaid comprehensive credit line, the board of directors requested the general meeting of shareholders to authorize the board of directors of the company to make decisions on loan matters, and allowed the board of directors to authorize the chairman of the company to sign loan contracts and other relevant documents. The aforesaid credit line includes the financing line of subsidiaries.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
5. The meeting considered and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 with 4 affirmative votes, 0 negative votes, 0 abstention votes and 1 withdrawal vote;
According to the relevant provisions of the company’s restricted stock incentive plan in 2019, because some restricted stock incentive objects of the company have not met the incentive conditions due to the termination of the labor contract with the company or other reasons, the board of directors of the company decided to repurchase and cancel all the restricted shares granted but not lifted.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 and considered by special resolution.
Mr. Cheng fangui, a director of the company, is the incentive object granted for the first time by the company’s restricted stock incentive plan in 2019. Therefore, Mr. Cheng fangui, a related director, avoids voting on the proposal, and the other non related directors agree to the proposal.
The independent directors of the company expressed their independent opinions on the above matters, and Jiangxi Huabang law firm issued a legal opinion. For details, see http://www.cn.info.com.. CN.
The announcement on repurchase and cancellation of some restricted shares in 2019 was published in securities times, Securities Daily, Shanghai Securities News and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Announcement No. 2021-261 of the company.
6. The meeting considered and adopted the proposal on by election of Mr. Li Zhixuan as a non independent director with 5 affirmative votes, 0 negative votes and 0 abstention votes;
The board of directors of the company recently received the resignation report of Mr. Cheng fangui, a director of the company. Due to personal reasons, Mr. Cheng fangui was unable to continue to perform his duties as a director, and applied to the company, the board of directors and the general meeting of shareholders to resign as a director of the sixth board of directors, a member of the strategy committee, the audit committee and the remuneration and assessment committee. Now, upon the recommendation of Zhengbang Group Co., Ltd., the controlling shareholder of the company, and after the qualification examination of the candidates for non independent directors by the nomination committee of the board of directors, the board of directors agrees to nominate Mr. Li Zhixuan as the candidate for non independent directors of the sixth board of directors of the company, with a term of office from the date of deliberation and approval by the general meeting of shareholders to the expiration of the sixth board of directors. After Mr. Li Zhixuan was elected as a director by the general meeting of shareholders of the company, the board of directors agreed to elect Mr. Li Zhixuan as a member of the strategy committee, the audit committee and the remuneration and assessment committee of the sixth board of directors of the company. His term of office starts from the date of deliberation and approval by the general meeting of shareholders to the expiration of the sixth board of directors.
The independent directors of the company have expressed their independent opinions on this proposal. See http://www.cn.info.com.cn for the opinions of the independent directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the announcement on resignation of some directors, by election of directors and appointment of securities affairs representatives, see the company’s 2021-262 announcement published in securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN) on December 28, 2021.
7. The meeting deliberated and adopted the proposal on by election of Mr. Cao Xiaoqiu as an independent director with 5 affirmative votes, 0 negative votes and 0 abstention votes;
Mr. Li Hanguo, an independent director of the company, is about to complete six years of re-election as an independent director of the company. In accordance with the guiding opinions on establishing an independent director system in listed companies and the articles of association of the company and other relevant provisions of the CSRC, Mr. Li Hanguo applies for resignation as an independent director of the sixth board of directors, a member of the nomination committee and the audit committee of the board of directors Position as a member of the remuneration and assessment committee.
In order to ensure the normal operation of the company’s board of directors, after the qualification examination of the nomination committee of the board of directors, the board of directors agreed to nominate Mr. Cao Xiaoqiu as the candidate for independent director of the sixth board of directors of the company. At the same time, after Mr. Cao Xiaoqiu was elected as an independent director by the general meeting of shareholders of the company, the board of directors agreed to elect Mr. Cao Xiaoqiu as a member of the nomination committee, the audit committee and the remuneration and assessment committee of the sixth board of directors of the company. His term of office starts from the date of deliberation and approval by the general meeting of shareholders to the expiration of the sixth board of directors.
The independent directors of the company expressed their independent opinions on this proposal, See http://www.cn.info.com.cn.cn for the opinions of independent directors. Mr. Cao Xiaoqiu has obtained the qualification certificate of independent directors, and the qualification and independence of independent director candidates need to be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation. Announcement on resignation of some directors, by election of directors and appointment of securities affairs representatives For details, please refer to the company’s 2021-262 announcement published in securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN) on December 28, 2021.
8. The meeting deliberated and adopted the proposal on the appointment of securities affairs representatives with 5 affirmative votes, 0 negative votes and 0 abstention votes;
Upon review, the board of directors agreed to appoint Ms. sun Mingxiao and Ms. Liu Shu as the securities affairs representatives of the company, with a term of office from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the sixth board of directors of the company.
The announcement on resignation of some directors, by election of directors and appointment of securities affairs representatives is published in the securities times and Securities Daily on December 28, 2021
