Securities Announcement No.: Hunan Xiangjia Animal Husbandry Company Limited(002982) Transfar Zhilian Co.Ltd(002010)
Announcement of the resolution of the 9th meeting of the 4th 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、 Meetings of the board of directors
Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as "the company") the 9th meeting of the 4th board of directors was held by on-site voting on March 22, 2022, and the notice of the meeting was sent to all directors in writing on March 12, 2022. The meeting was convened and presided over by Mr. Yu Ziwen, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended, and all supervisors and senior managers of the company attended as nonvoting delegates. The notice, convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the Hunan Xiangjia Animal Husbandry Company Limited(002982) articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, in strict accordance with the provisions of various laws and regulations, the articles of association, the rules of procedure of the board of directors and other company systems, all directors earnestly performed the responsibilities entrusted to the board of directors by the general meeting of shareholders, diligently carried out various work and continuously standardized the corporate governance structure of the company in accordance with the development strategy and objectives determined by the company, Ensure the scientific decision-making and standardized operation of the board of directors.
The independent directors of the company submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work on site at the 2021 general meeting of shareholders.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed the work report of the board of directors in 2021 and the work report of independent directors in 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. Deliberated and passed the proposal on the president's work report in 2021
Mr. Yu Ziwen, President of the company, reported the 2021 president's work report to all directors. All directors believed that the report objectively and truly reflected the overall operation of the company in 2021. The management effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the overall operation of the company was in good condition.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. Deliberated and adopted the proposal on the annual report of 2021 and its summary
After review, the board of Directors believes that the procedures of the 2021 annual report and its summary comply with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. The company's 2021 financial data are audited by Tianjian Certified Public Accountants (special general partnership) and issued the audit report (Tianjian audit [2022] No. 2-50). The content of the report is true, accurate and reliable It completely reflects the actual operation of the company in 2021, without any false records, misleading statements or major omissions.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Full text of 2021 annual report and summary of 2021 annual report disclosed (Announcement No.: 2022009).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation by the board of directors, it is considered that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed financial final accounts report of 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on 2021 profit distribution plan was deliberated and adopted
In order to ensure the company's sustainable and stable profitability and good financial situation, and in combination with the company's actual situation and future development plan, the company has decided that the profit distribution plan for 2021 is: no cash dividend, no bonus shares and no conversion of provident fund into share capital in 2021.
The board of Directors believes that the profit distribution plan complies with the relevant requirements of the CSRC's guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the provisions of the articles of association, and is legal, compliant and reasonable.
The independent directors of the company expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
On the same day of the company's information website (www.info. CN) Special instructions of the board of directors on the proposed no cash dividend in 2021 (Announcement No.: 2022012). This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the basic norms of enterprise internal control and its supporting guidelines jointly issued by the Ministry of finance, CSRC and other departments, and the requirements of relevant laws, regulations, rules and regulations such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board, the board of directors of the company made a self-evaluation on the internal control of the company in 2021, It also issued the self-evaluation report on internal control in 2021, and Tianjian Certified Public Accountants (special general partnership) issued the assurance report on Hunan Xiangjia Animal Husbandry Company Limited(002982) internal control (tianjianshen [2022] No. 2-51). The sponsor issued verification opinions, and the independent directors issued independent opinions with explicit consent.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021 disclosed.
7. The proposal on special instructions on the annual deposit and use of raised funds was deliberated and adopted. In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board issued by the Shenzhen Stock Exchange, The board of directors of the company has prepared the special instructions on the annual storage and use of raised funds; Tianjian Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of Hunan Xiangjia Animal Husbandry Company Limited(002982) raised funds (tianjianshen [2022] No. 2-52), the sponsor issued verification opinions, and the independent directors of the company issued independent opinions explicitly agreed to the proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Special instructions on the annual storage and use of raised funds (Announcement No.: 2022013).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. The proposal on the report on the use of the company's previously raised funds was deliberated and adopted
The company prepared the report on the use of the previously raised funds on the use of the previously raised funds, and Tianjian Certified Public Accountants (special general partnership) issued the verification report on the use of Hunan Xiangjia Animal Husbandry Company Limited(002982) previously raised funds (tianjianshen [2022] No. 2-53). The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The disclosed report on the use of the previously raised funds (Announcement No.: 2022014).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
9. The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
Tianjian Certified Public Accountants (special general partnership) served as the company's audit institution in 2021. The Institute was able to carry out audit work in accordance with relevant national regulations and the requirements of Certified Public Accountants' practice norms, express audit opinions independently and objectively, and proposed to continue to employ Tianjian Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022. The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on this proposal, and agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) in 2022.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the proposed re employment of audit institutions (Announcement No.: 2022015).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10. The proposal on Directors' remuneration in 2022 was deliberated and adopted
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the remuneration of directors, supervisors and senior managers in 2022 (Announcement No.: 2022016). This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. Deliberated and passed the proposal on the remuneration of senior managers in 2022
Senior managers of the company receive remuneration according to their specific management positions in the company and in combination with the current salary system, actual business performance and the completion of personal performance responsibility objectives of the company.
The independent directors of the company expressed their independent opinions on the proposal.
Voting results: Mr. Yu Ziwen, Mr. Wu Zhigang, Mr. He Yechun and Mr. Tang shanchu, affiliated directors, avoided voting; 5 in favor, 0 against and 0 abstention.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the remuneration of directors, supervisors and senior managers in 2022 (Announcement No.: 2022016). 12. The proposal on the ratification of related party transactions and the expected daily related party transactions in 2022 was deliberated and adopted
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal, and the recommendation institution has issued verification opinions.
Voting results: Mr. Yu Ziwen, Mr. Xing Weimin and Mr. Wu Zhigang, affiliated directors, avoided voting and agreed with 6 votes; No negative vote; There were no abstentions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on ratification of related party transactions and expected daily related party transactions in 2022 (Announcement No.: 2022017).
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
13. The proposal on applying for credit line from banks was deliberated and adopted
Content of the proposal: according to the needs of business development, the company plans to apply to Industrial Bank Co.Ltd(601166) Changde branch for main credit of RMB 100 million (including risk exposure of RMB 50 million). The above credit line is not equal to the actual financing amount of the company. The actual financing amount shall be within the credit line, and the actual financing amount between the bank and the company shall prevail. The credit line and authorization period applied for this time will take effect from the date of deliberation and approval of the board of directors, and the validity period is 1 year. The credit line can be recycled within the credit period.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the information disclosure website designated by the CSRC Announcement on applying for credit line from banks (Announcement No.: 2022019).
14. Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
After deliberation by the board of directors, it is agreed to hold the 2021 annual general meeting of shareholders on April 13, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the notice of convening the 2021 annual general meeting of shareholders (Announcement No.: 2022020).
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3、 Documents for future reference
1. Resolutions of the 9th meeting of the 4th board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors;
4. Verification opinions of Minsheng Securities Co., Ltd. on the self-evaluation report of internal control in Hunan Xiangjia Animal Husbandry Company Limited(002982) 2021;
5. Verification opinions of Minsheng Securities Co., Ltd. on Hunan Xiangjia Animal Husbandry Company Limited(002982) ratification of related party transactions and expected daily related party transactions in 2022;
6. Verification report on the annual deposit and use of Hunan Xiangjia Animal Husbandry Company Limited(002982) raised funds issued by Tianjian Certified Public Accountants (special general partnership) (tianjianshen [2022] No. 2-52);
7. Tianjian Certified Public Accountants (special general partnership) issued the verification report on the use of Hunan Xiangjia Animal Husbandry Company Limited(002982) previously raised funds (tianjianshen [2022] No. 2-53).
It is hereby announced.
Hunan Xiangjia Animal Husbandry Company Limited(002982) board of directors
