Securities code: Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) securities abbreviation: Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) Announcement No.: 2022004 Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Announcement on the resolution of the second meeting of the 10th 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.
At 10:30 a.m. on March 15, 2022, the second meeting of the 10th board of directors of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (hereinafter referred to as “the company”) was held by means of communication. The notice of the meeting was sent to all directors by mail and other means of communication on March 5, 2022. There are 10 directors who should attend the meeting and 10 directors who actually attend the meeting. The convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association. After careful deliberation and voting by the directors attending the meeting, the following resolutions were adopted at the meeting:
1、 Deliberated and adopted the 2021 president’s work report
Voting results: 10 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the work report of the board of directors in 2021
For details, the company published it on cninfo.com.cn on the same day Work report of the board of directors in 2021.
Voting results: 10 in favor, 0 against and 0 abstention.
The independent directors of the company submitted the report on their work in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. See http://www.cn.info.com.cn for details.
3、 Deliberated and adopted the financial final accounts report of 2021
For details, the company published it on cninfo.com.cn on the same day Financial final accounts report of 2021.
Voting results: 10 in favor, 0 against and 0 abstention.
4、 Deliberated and adopted the self-evaluation report on internal control in 2021
The board of Directors believes that the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations, and the 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company’s internal control system. For details, the company published it on cninfo.com.cn on the same day Self evaluation report on internal control in 2021.
Voting results: 10 in favor, 0 against and 0 abstention.
5、 The proposal on 2021 profit distribution plan was deliberated and adopted
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 38933956812 yuan, and the undistributed profit at the end of 2021 was 171169634591 yuan; The net profit of the parent company is 71758814433 yuan. After the statutory surplus reserve is withdrawn in accordance with the relevant provisions of the company law and the articles of association, the distributable profit of the parent company is 209068510627 yuan. According to the principle of the lower of the profits available for distribution in the consolidated statements and the statements of the parent company, the profits available for distribution to shareholders in 2021 are 171169634591 yuan.
In order to repay the majority of investors, based on the confidence in the future development of the company, on the premise of meeting the profit distribution conditions and ensuring the normal operation capital needs of the company, especially meeting the construction capital needs of the company’s pig breeding industrial chain project, the company formulates the profit distribution plan as follows: Based on the total share capital of the company on December 31, 2021, 523239250 shares, Distribute cash dividends of 13 yuan (including tax) to all shareholders for every 10 shares, with a total dividend of 680211025 yuan (including tax); No bonus shares will be given and no accumulation fund will be converted into share capital.
After the disclosure of this profit distribution plan and before its implementation, if the company’s share capital changes, the distribution proportion will be adjusted according to the principle of unchanged total distribution.
According to the profit distribution plan, there is no significant difference between the cash dividend level of the company and the average level of Listed Companies in the industry, and there is no damage to the interests of all shareholders.
Voting results: 10 in favor, 0 against and 0 abstention.
6、 Deliberated and passed the proposal on annual report and summary of 2021
For details, the company published it on cninfo.com.cn on the same day Annual report of 2021 and summary of annual report of 2021 (Announcement No.: 2022006).
Voting results: 10 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on renewing the appointment of accounting firms
For details, please refer to the company’s journal published on the same day in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Announcement on renewing the appointment of accounting firms (Announcement No.: 2022007).
The independent directors approved the matter in advance. See http://www.cn.info.com.cn for details. Voting results: 10 in favor, 0 against and 0 abstention.
8、 Deliberated and passed the proposal on increasing investment in pig breeding industrial chain projects
For details, please refer to the company’s journal published on the same day in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Announcement on increasing investment in pig breeding industrial chain projects (Announcement No.: 2022008).
Voting results: 10 in favor, 0 against and 0 abstention.
9、 The proposal on terminating the investment and construction of agricultural headquarters base project and transferring the equity of subsidiaries was deliberated and adopted
For details, please refer to the company’s journal published on the same day in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Announcement on terminating the investment in the construction of agricultural headquarters base project and transferring the equity of subsidiaries (Announcement No.: 2022009).
Voting results: 10 in favor, 0 against and 0 abstention.
10、 Deliberated and passed the proposal on providing phased guarantee for mortgage loans for house buyers
For details, please refer to the company’s journal published on the same day in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Announcement on providing phased guarantee for mortgage loans of home buyers (Announcement No.: 2022010).
Voting results: 10 in favor, 0 against and 0 abstention.
11、 Deliberated and adopted the proposal on by election of non independent directors of the 10th board of directors
After being reviewed and approved by the nomination committee of the 10th board of directors, the board of directors agreed to elect non independent directors of the 10th board of directors and nominated Mr. Zhang Yongfu (attached with resume) as the candidate of non independent directors. The term of office starts from the date of deliberation and approval of the general meeting of shareholders of the company to the date of expiration of the 10th board of directors.
In the 10th board of directors, the total number of directors concurrently serving as the company’s senior managers and staff representatives does not exceed half of the total number of directors of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on the above fourth, fifth, seventh, ninth, tenth and eleventh proposals respectively. For details, see the company’s publication on cninfo.com.cn on the same day Independent opinions of independent directors on matters related to the second meeting of the 10th board of directors.
The above second, third, fifth, sixth, seventh, tenth and eleventh proposals need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
For details, please refer to the company’s journal published on the same day in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022011).
Voting results: 10 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) board of directors March 15, 2002 attached: resume of non independent director candidates
Mr. Zhang Yongfu: Chinese nationality, born in 1990, majoring in accounting, with a bachelor’s degree. From August 2012 to March 2016, successively served as the project accountant and financial manager of Shenzhen Fangda Jianke Group Co., Ltd; From April 2016 to may 2018, served as budget manager of Shenzhen Lvjing Enterprise Management Group Co., Ltd; From May 2018 to April 2020, served as the financial director of Hejing Taifu Group Holding Co., Ltd. Shenzhen company; From April 2020 to now, he has successively served as chief financial officer, deputy general manager of financial management center and general manager of financial management center in Jingji Group Co., Ltd. and Shenzhen Jingji Real Estate Co., Ltd. He served as the supervisor of the company from June 2021 to March 14, 2022.
Mr. Zhang Yongfu does not hold shares of the company and has no relationship with shareholders, actual controllers and other directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company; There is no case of being punished by the CSRC and other relevant departments or disciplined by the stock exchange, or being placed on file for investigation by the judicial organ for suspected crimes, or being placed on file for inspection by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; There is no circumstance that the director shall not be nominated as specified in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board; Has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; Comply with relevant laws, administrative regulations, departmental rules, normative documents and the provisions of Shenzhen Stock Exchange on the qualification of directors.
