Securities code: Xinjiang Guannong Fruit & Antler Co.Ltd(600251) stock abbreviation: Xinjiang Guannong Fruit & Antler Co.Ltd(600251) Announcement No.: pro 2022012 Xinjiang Guannong Fruit & Antler Co.Ltd(600251)
Announcement of resolutions of the 49th meeting of the 6th 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.
Important content tips:
No director voted against or abstained from voting on the proposal of the board meeting.
All the proposals of this board meeting were passed.
1、 Meetings of the board of directors
(I) the meeting was held in accordance with the provisions of the company law and the articles of association.
(II) the notice of this meeting will be sent by fax, e-mail or in person on March 1, 2022.
(III) the meeting was held on March 8, 2022 in the conference room on the 11th floor of guannong building, community 48, Tuanjie South Road, Korla, Xinjiang.
(IV) 9 directors should be present at this meeting, and 9 actually present.
(V) Mr. Liu Zhonghai, chairman of the company, presided over the meeting. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) deliberated and adopted the proposal on the general election of non independent directors by the board of directors
Agree to nominate Mr. Liu Zhonghai, Ms. Li Xiaohong, Ms. Xiao Li and Ms. Jin Jianxia as candidates for non independent directors of the seventh board of directors of the company.
1. Elect Mr. Liu Zhonghai as a candidate for non independent directors of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
2. Elect Ms. Li Xiaohong as a candidate for non independent directors of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
3. Elect Ms. Xiao Li as a candidate for non independent directors of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
4. Elect Ms. Jin Jianxia as a candidate for non independent directors of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company express their independent opinions as follows: the proposal on the election of non independent directors by the board of directors at the 49th meeting of the sixth board of directors, submitted by the candidates for non independent directors of the seventh board of directors of the company, Mr. Liu Zhonghai, Ms. Li Xiaohong, Ms. Xiao Li and Ms. Jin Jianxia. After reviewing the personal resumes and qualifications of the above-mentioned personnel, they meet the conditions for serving as directors of listed companies, and have not found any circumstances that they are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, as well as the phenomenon that they are determined to be prohibited from entering the market by the CSRC and the prohibition has not been lifted. The nomination procedures of candidates for the 7th board of directors of the company comply with the relevant provisions of the company law and the articles of association. We understand that the educational background, work experience and physical condition of the above personnel meet the provisions of relevant laws and regulations, and are competent for the job requirements of the proposed position, which is conducive to the development of the company. We agree to nominate the above persons as candidates for non independent directors of the seventh board of directors of the company and submit them to the general meeting of shareholders for election.
The non independent directors of the 6th board of directors of the company earnestly performed their duties during their tenure, gave full play to their professional knowledge and experience, and actively offered suggestions and suggestions for the development of the company. The board of directors of the company expresses heartfelt thanks to the non independent directors of the sixth board of directors for their diligence and contribution to the development of the company!
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation. The cumulative voting system will be adopted when voting at the general meeting of shareholders.
Before the review and approval of the third extraordinary general meeting of shareholders in 2022, the non independent directors of the sixth board of directors will continue to perform their original duties.
(II) deliberated and passed the proposal on the election of independent directors by the board of directors
Agree to nominate Mr. Hu Benyuan, Mr. Li Daming, Mr. Wang chuanbing, Mr. He Xinyi and Mr. Wan Jiangchun as candidates for independent directors of the company.
1. Elect Mr. Hu Benyuan as the candidate for independent director of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
2. Elect Mr. Li Daming as the candidate for independent director of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
3. Elect Mr. Wang chuanbing as the candidate for independent director of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
4. Elect Mr. He Xinyi as the candidate for independent director of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
5. Elect Mr. Wan Jiangchun as the candidate for independent director of the seventh board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
Independent director candidates Mr. Wang chuanbing, Mr. He Xinyi and Mr. Wan Jiangchun did not obtain the independent director qualification certificate at the time of this nomination. Mr. Wang chuanbing, Mr. He Xinyi and Mr. Wan Jiangchun have made a written commitment to participate in the latest independent director qualification training and obtain the independent director qualification certificate.
The qualifications of the candidates for independent directors have been reviewed by Shanghai Stock Exchange and have no objection.
The independent directors of the company expressed their independent opinions as follows: the proposal on the election of independent directors by the board of directors at the 49th meeting of the sixth board of directors, and the candidates for independent directors of the seventh board of directors of the company, Mr. Hu Benyuan, Mr. Li Daming, Mr. Wang chuanbing, Mr. He Xinyi and Mr. Wan Jiangchun. After reviewing the personal resumes and qualifications of the above-mentioned personnel, they meet the conditions for serving as independent directors of listed companies, and have not found any circumstances that they are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, as well as the phenomenon that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. Candidates for independent directors meet the relevant requirements of the guiding opinions on the establishment of independent director system in listed companies and the working system of independent directors of the company on the qualification and independence of independent directors, and have the ability to perform the duties of independent directors. The nomination procedures of candidates for the 7th board of directors of the company comply with the relevant provisions of the company law and the articles of association. We understand that the educational background, work experience and physical condition of the above personnel meet the provisions of relevant laws and regulations, and are competent for the job requirements of the proposed position, which is conducive to the development of the company. We agree to nominate the above persons as candidates for independent directors of the seventh board of directors of the company and submit them to the general meeting of shareholders for election.
During his tenure, the independent directors of the 6th board of directors of the company made full use of their professional ability and rich experience to put forward constructive suggestions on the company’s development strategy, production and operation, standardized operation, investor protection and other aspects, actively and prudently expressed their opinions based on the principles of objectivity, impartiality and independence, and performed their duties and obligations diligently, faithfully and conscientiously, It has made due contributions to improving the scientific decision-making level of the board of directors and promoting the healthy development of the company. The board of directors of the company expresses heartfelt thanks to all independent directors of the sixth board of directors!
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The cumulative voting system will be adopted when voting at the general meeting of shareholders.
The independent directors of the sixth board of directors will continue to perform their original duties before the review and approval of the third extraordinary general meeting of shareholders in 2022.
(III) deliberated and passed the proposal on the allowance for independent directors of the seventh board of directors of the company
It is agreed that the payment scheme of the independent director’s allowance of the seventh board of directors of the company is: the company pays the independent director’s allowance to the independent director of the seventh board of directors at the standard of 80000 yuan (including tax) for the annual independent director’s allowance, that is, 20000 yuan (including tax) for the independent director every quarter.
Voting results: voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Hu Benyuan and Mr. Li Daming avoided voting.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on convening the third extraordinary general meeting of shareholders in 2022 (see the notice of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) on convening the third extraordinary general meeting of shareholders in 2022 on sse.com.cn on March 8, 2022, Announcement No.: pro 2022013)
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Online announcement attachment
(I) opinions of independent directors at the 49th meeting of the sixth board of directors of the company;
It is hereby announced.
Xinjiang Guannong Fruit & Antler Co.Ltd(600251) board of directors
March 9, 2022
Filing documents
Resolution of the 49th meeting of the 6th board of directors of the company
Attachment: resume of candidates
Resume of non independent director candidates
Liu Zhonghai: male, Han nationality, born in 1968, university degree, senior engineer. He once served as deputy general manager of Xinjiang Tianye Co.Ltd(600075) (Group) Co., Ltd., Xinjiang Tianye Co.Ltd(600075) chairman, executive deputy general manager of Xinjiang Tianchen Chemical Co., Ltd., chairman of Shihezi Airport Management Co., Ltd., Xinjiang Guannong Fruit & Antler Co.Ltd(600251) party secretary and chairman of the 5th board of directors. He is currently the party secretary and chairman of Xinjiang guannong Group Co., Ltd Xinjiang Guannong Fruit & Antler Co.Ltd(600251) party secretary and chairman of the 6th board of directors. Proposed director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Li Xiaohong: female, Han nationality, born in 1970, senior accountant. He used to be the chief of the government procurement section of the accounting (government procurement) center of the second division of Xinjiang production and Construction Corps. He is currently the vice chairman of the CPPCC of Tiemenguan City, Xinjiang, the director of the treasury centralized payment center of the second division of Xinjiang production and Construction Corps, and the legal representative, executive director and manager of Tiemenguan New Silk Road Asset Management Co., Ltd. Proposed director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Xiao Li: female, Han nationality, born in 1979, postgraduate, senior engineer. He used to be assistant to the general manager of Xinjiang Tianchen Chemical Co., Ltd., director of the supervision office of Xinjiang Tianye Co.Ltd(600075) (Group) Co., Ltd., Secretary of the Party committee and chairman of the cement industry of Xinjiang Tianye Co.Ltd(600075) (Group) Co., Ltd. He is currently the director, deputy secretary of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) Party committee, director and general manager of SDIC Xinjiang Lop Nur potash Co., Ltd. Proposed director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Jin Jianxia: female, Han nationality, born in 1974, senior accountant. He once served as assistant to Xinjiang Guannong Fruit & Antler Co.Ltd(600251) president, chief financial officer, deputy general manager and Secretary of the board of directors. He is currently a member of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) Party committee, director, deputy general manager and Secretary of the board of directors. Proposed director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Resume of independent director candidates
Hu Benyuan: male, born in 1974, Party member, doctor, professor and doctoral supervisor of accounting, Chinese certified public accountant, mainly engaged in the research of internal control and audit theory, and was selected into the fourth batch of national academic accounting leading talents. Former dean of Accounting School of Xinjiang University of Finance and economics, Xinjiang Talimu Agriculture Development Co.Ltd(600359) , hops, Western Region Gold Co.Ltd(601069) , Tbea Co.Ltd(600089) , Guanghui Energy Co.Ltd(600256) , Xinjiang International Industry Co.Ltd(000159) independent director. Currently, he is Xinjiang Guannong Fruit & Antler Co.Ltd(600251) , independent director of Xinxin mining. Proposed independent director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Li Daming, male, Han nationality, born in 1967, is a graduate student of civil and commercial law at China University of political science and law. He once served as an independent director of China Portugal Co., Ltd., Huitong group, Markor International Home Furnishings Co.Ltd(600337) , Tianshan biology. At present, he is a partner lawyer of Xinjiang Tianyang law firm, the head of the company and securities legal business department of Xinjiang Tianyang law firm, a member of the securities dispute mediation committee of China Securities Association, the chairman of the company and securities professional committee of Xinjiang Lawyers Association, a member of the company law professional Committee of the National Lawyers Association, and an China West Construction Group Co.Ltd(002302) , Baihua village, Xinjiang Guannong Fruit & Antler Co.Ltd(600251) independent director, Director of state owned Assets Management Co., Ltd. of Xinjiang production and Construction Corps and director of Xinjiang Financial Investment Co., Ltd. Proposed independent director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Wang chuanbing: male, Han nationality, born in 1977, certified public accountant and intermediate accountant. He is currently the salaried partner of Dahua Certified Public Accountants (special general partnership) and has many years of experience in annual report audit, IPO audit and financial audit in asset restructuring for listed companies. Proposed independent director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
He Xinyi: male, Han nationality, born in 1974, Ph.D., professor and master’s supervisor. His research field is the deep processing of agricultural and sideline products. He is now the vice president of Tianjin Grain and oil society, the executive director of Tianjin Food Society and the professor of the school of food science and bioengineering of Tianjin Agricultural University. He was selected into the “Tianjin University Discipline leading talent training plan”, a member of the College Textbook Construction Expert Committee of the State Forestry and grassland administration, and an expert in the evaluation of dissertations of the Ministry of education. Proposed independent director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
Wan Jiangchun: male, Han nationality, born in 1987, associate professor, postgraduate supervisor, visiting scholar of Utah State University. Now he works in Xinjiang Agricultural University, and is also the executive director of the grass product processing professional committee of China grass society, the director of the feed production professional committee and the member of Xinjiang Grassland Society. Mainly engaged in forage processing and utilization and ruminant nutrition. He has successively presided over and participated in more than 20 projects, such as the National Nature Fund, the modern agricultural industrial technology system, the national key R & D, the special forest and grass science and technology project of the central government, the key R & D plan of Xinjiang Uygur Autonomous Region, the nature fund and the scientific research plan of colleges and universities. Proposed independent director of Xinjiang Guannong Fruit & Antler Co.Ltd(600251) the 7th board of directors.
