Securities code: 600975 securities abbreviation: Hunan New Wellful Co.Ltd(600975) Announcement No.: 2022-001
Hunan New Wellful Co.Ltd(600975)
Announcement of resolutions of the fourth extraordinary general meeting of shareholders in 2021
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: whether there is a veto proposal at this meeting: none. Convening and attendance of the meeting
(1) Time of convening the general meeting of shareholders: December 31, 2021
(2) Venue of the general meeting of shareholders: conference room (III), 19th floor, First Avenue, No. 2, Wuyi West Road, Changsha, Hunan Province ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 59
2. Total number of voting shares held by shareholders attending the meeting (shares) 390467750
3. The number of voting shares held by shareholders attending the meeting accounts for the company’s voting shares
Proportion of total copies (%) 48.5028
(4) Whether the voting method complies with the provisions of the company law and the articles of association, and the chairmanship of the general meeting. The meeting was convened by the board of directors of the company and presided over by Mr. He Jun, chairman of the board of directors. The meeting adopted a combination of on-site voting and online voting. The convening and voting methods of the meeting shall comply with the provisions of the company law, the articles of association and other laws and regulations. (5) Attendance of directors, supervisors and Secretary of the board of directors of the company 1. There were 9 incumbent directors of the company and 8 attended the meeting. Ms. Hu Jing, the director, did not attend the meeting due to work reasons; 2. There were 5 in-service supervisors of the company and 2 attended the meeting. Ms. Liu Zhihong, chairman of the board of supervisors, Mr. Chen Jihai and Mr. Liu Xiaolei did not attend the meeting due to work reasons; 3. Ms. Luo Yanfei, Secretary of the board of directors of the company, attended the meeting, and some other executives attended the meeting as nonvoting delegates. 2、 Deliberation of the proposal (I) non cumulative voting proposal 1. Title of the proposal: proposal on adjusting the investment fund participating in industrial M & A and amending the sponsor agreement and related party transactions
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes
(%)(%)
A shares 21356028 97.19246169002.807600.0000
2. Proposal Name: proposal on leasing sow farms from related parties
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes
(%)(%)
A shares 20439128 93.0195 15159006.8989179000.0816
3. Proposal Name: proposal on Amending the articles of Association
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%)
A shares 389721750 99.80896169000.15791291000.0332
(2) Cumulative voting 4. Proposal on the election of supervisors
Name of proposal: the number of votes obtained accounts for the number of votes present. Is it elected
No. valid voting at the meeting
Proportion of rights (%)
4.01 about the by election of Jiang Zhengshan as the company 38586825898.8220 yes
Deliberation of the 5th board of supervisors
(III) voting of less than 5% of shareholders involved in major matters
Name of the proposal: agree against abstention
Number of votes (%) number of votes (%) number of votes (%)
1 about adjusting and participating in 21,35 97.1924616,92.807600.0000 industrial M & A investment 602800
Funds and amendments
Starting agreement and closing
Proposal on joint transaction
2 about the company leasing sows 91289000 from guan20,43 93.0195156.898917900.0816
Field motion
(4) Notes on the voting of proposals 1. The above proposals 1 and 2 are related party transactions. The related shareholders participating in the meeting are as follows:
The controlling shareholder of the company, Hunan grain, oil and food import and Export Group Co., Ltd., the indirect controlling shareholder of the company, Hunan Modern Agricultural Industry Holding Group Co., Ltd. and its concerted actors, Hunan Xingxiang Investment Holding Group Co., Ltd. and Hunan Construction Engineering Group Co., Ltd., hold 368494822 voting shares. The above connected shareholders have avoided voting in the voting process of proposals involving connected transactions. 2. The above proposal 3 is a special resolution, which has been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders attending the meeting, shareholder representatives and shareholders voting through the Internet. 3、 Lawyer witness 1. Law firm witnessed at the shareholders’ meeting: Hunan Qiyuan law firm lawyers: Ding Shaobo, Tang Menghui, Gan Lu 2. Conclusion of lawyer witness:
The lawyer of Hunan Qiyuan law firm witnessed the general meeting of shareholders and issued a legal opinion. He believed that the procedures for convening and convening the fourth extraordinary general meeting of shareholders in 2021, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures comply with the relevant provisions of laws, regulations and the articles of Association; The resolutions adopted at the meeting are legal and effective. 4、 List of documents for future reference 1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors;
2. A legal opinion signed and sealed by the director of the witnessed law firm.
It is hereby announced.
Hunan New Wellful Co.Ltd(600975) January 4, 2022