Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Announcement No.: 2022020 bond Code: 128026 bond abbreviation: Zhongxing convertible bond
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Announcement on the resolutions of the 6th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) the sixth meeting of the Fourth Board of supervisors was held in the afternoon of March 23, 2022 in the company’s conference room by means of on-site communication. The notice of convening this meeting was sent to all supervisors by e-mail on March 13, 2022.
The meeting was presided over by Mr. Zhang Tianrong, chairman of the board of supervisors. Three supervisors should attend the meeting and three actually attended. The convening procedures and attendance of the meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the meeting
After careful deliberation by the supervisors attending the meeting, the following proposals were adopted by open ballot at this meeting: (I) the proposal on reviewing the work report of the board of supervisors in 2021 was considered and adopted
In 2021, the board of supervisors of the company earnestly performed its supervisory duties and actively safeguarded the legitimate rights and interests of the company and all shareholders in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors.
All supervisors believe that this report truthfully reflects the performance of the board of supervisors in 2021, agree to adopt the report, and express that they will continue to perform their duties and responsibilities in strict accordance with relevant laws and regulations, regulatory requirements and the provisions of the articles of association, so as to further promote the standardized operation of the company.
Voting: 3 in favor, 0 against, 0 abstention and 0 withdrawal.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For the work report of the board of supervisors in 2021, see cninfo.com, the information disclosure media designated by the company on March 24, 2022（ http://www.cn.info.com.cn. ）。
(II) the proposal on reviewing the financial final accounts report of 2021 was considered and adopted
In accordance with the company law, the articles of association and other relevant provisions, the company has prepared the 2021 annual financial statement report. The 2021 financial statements and notes of the company have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and an unqualified audit report of Zhonghuan Shenzi (2022) No. 0810003 standard has been issued.
The board of supervisors believes that this final account report objectively and truly presents the production and operation of the company in 2021. At the same time, it affirms the executive ability of the company’s operation and management, and expresses that it will continue to support the board of directors and create more interests for the company and shareholders. It agrees to adopt the report.
Voting: 3 in favor, 0 against, 0 abstention and 0 withdrawal.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See cninfo.com, the information disclosure media designated by the company on March 24, 2022 for details of the 2021 annual financial statement report（ http://www.cn.info.com.cn. ）。
(III) the proposal on reviewing the special report on the annual deposit and actual use of raised funds was deliberated and adopted
In 2021, the company deposited, used and managed the raised funds in strict accordance with relevant regulations, and there was no failure to make timely, true, accurate and complete disclosure, and no violation of regulations.
All supervisors believe that the special report truly and objectively reflects the deposit and use of the company’s raised funds in 2021, and agree to adopt the report.
There were no affirmative votes and no abstention votes.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on the special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022021) is detailed in the information disclosure media designated by the company on March 24, 2022, securities times, China Securities News and cninfo.com（ http://www.cn.info.com.cn. ）。
(IV) the proposal on reviewing the self-evaluation report on internal control in 2021 was reviewed and approved. On the basis of daily and special supervision of internal control, the company conducted self-evaluation on internal control in 2021 and prepared the self-evaluation report on internal control in 2021.
All supervisors believe that the company has established a relatively perfect internal control system and can be effectively implemented by actively implementing the relevant provisions such as the basic norms of enterprise internal control and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. By strengthening the execution of the internal control system, it effectively ensures the integrity and operability of the company’s internal control system.
Voting: 3 in favor, 0 against, 0 abstention and 0 withdrawal.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See cninfo.com, the information disclosure media designated by the company on March 24, 2022 for details of the 2021 internal control self evaluation report（ http://www.cn.info.com.cn. ）。
(IV) the proposal on reviewing the profit distribution plan for 2021 was reviewed and approved
According to the actual operation of the company and in combination with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and in view of the possible changes in share capital caused by the conversion of “Zhongxing convertible bonds” before the implementation of the profit distribution plan, the company plans to implement the profit distribution plan in 2021 on the principle of unchanged distribution proportion, Based on the total share capital on the date of equity registration (deducting the repurchased shares in the special repurchase account), a cash dividend of 1.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, and the remaining undistributed profits will be carried forward to the next year. No bonus shares will be given this year, and no provident fund will be converted into share capital.
All supervisors believed that the 2021 profit distribution plan formulated by the board of directors of the company considered both the reasonable return on investment to investors and the sustainable development of the company, and agreed to pass the proposal.
Voting: 3 in favor, 0 against, 0 abstention and 0 withdrawal.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The announcement on the profit distribution plan for 2021 (Announcement No.: 2022022) is detailed in the information disclosure media designated by the company on March 24, 2022, such as securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）。
(VI) the proposal on the review of 2021 annual report and 2021 annual report summary was considered and adopted
The board of supervisors believes that the procedures of the company’s 2021 annual report and its summary prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. Agreed to adopt the report and signed a written confirmation.
Voting: 3 in favor, 0 against, 0 abstention and 0 withdrawal.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the 2021 annual report, please refer to cninfo.com, the information disclosure media designated by the company on March 24, 2022（ http://www.cn.info.com.cn. ）； The summary of the 2021 annual report (Announcement No.: 2022023) is detailed in the information disclosure media designated by the company on March 24, 2022, such as securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）。
(VII) the proposal on the proposed renewal of the company’s audit institution in 2022 was deliberated and adopted
In order to maintain the consistency, continuity and stability of the audit business, ensure the quality of the audit work, continuously improve the quality of financial report disclosure and the social recognition of the audit report, and in combination with the good professional level and professional ethics shown in the previous audit work, the company plans to continue to employ China audit Zhonghuan Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
There were no affirmative votes and no abstention votes.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on the proposed renewal of the accounting firm (Announcement No.: 2022024) is detailed in the information disclosure media designated by the company on March 24, 2022, such as securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）。
(VIII) the proposal on reviewing the performance plan for remuneration (allowance) of supervisors in 2022 was reviewed and approved
The board of supervisors reviewed the performance of the members of the board of supervisors in 2021. Combined with the company’s future development plan, the board of supervisors considered that the remuneration and performance plan of supervisors in 2022 was in line with the actual situation of the company and was conducive to encouraging supervisors to better perform their duties.
Voting: 0 for, 0 against, 0 abstention and 3 withdrawal.
Voting result: due to the withdrawal of 3 votes, this proposal is directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See cninfo.com, the information disclosure media designated by the company on March 24, 2022 for details of the performance plan for supervisors’ remuneration (allowance) in 2022（ http://www.cn.info.com.cn. ）。
(IX) the proposal on applying for comprehensive credit line from banks and other financial institutions in 2022 was deliberated and adopted
According to the production, operation and business development needs of the company (subsidiaries), the company (including subsidiaries within the scope of consolidated statements) plans to apply to banks and other financial institutions for a comprehensive credit line of no more than 2 million yuan in 2022. The validity period is within 12 months after the deliberation and approval of the general meeting of shareholders, and the line can be recycled within the validity period.
There were no affirmative votes and no abstention votes.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on applying for comprehensive credit line from banks and other financial institutions in 2022 (Announcement No.: 2022025) is detailed in the company’s designated information disclosure media securities times, China Securities News and cninfo.com on March 24, 2022（ http://www.cn.info.com.cn. ）。
(x) the proposal on providing guarantee for subsidiaries in 2022 was deliberated and adopted
In order to ensure the fund demand for the project construction and daily operation of subsidiaries, the company plans to provide guarantee for the loans to financial institutions from subsidiaries within the scope of consolidated statements in 2022. In 2022, it is estimated that the new guarantee amount will not exceed 136 million yuan (including 780 million yuan for subsidiaries with asset liability ratio of more than 70% and 580 million yuan for subsidiaries with asset liability ratio of less than 70%). The validity period shall be within 12 months after the deliberation and approval of the general meeting of shareholders, and within the scope of validity period and amount, the newly added guarantee balance at any time shall not exceed the deliberation amount.
The board of supervisors believes that the company’s guarantee for the financing of subsidiaries within the scope of consolidated statements will not affect the company’s sustainable operation ability, and there is no damage to the interests of the company and all shareholders, which is in line with the company’s development strategy. There were no affirmative votes and no abstention votes.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the announcement on the amount of guarantee expected to be provided for subsidiaries in 2022 (Announcement No.: 2022026), see the information disclosure media designated by the company on March 24, 2022, securities times, China Securities News and cninfo.com（ http://www.cn.info.com.cn. ）。
（11） The proposal on using some idle self owned funds for entrusted financial management was deliberated and adopted. In order to improve the efficiency of the use of the company’s (subsidiary’s) self owned funds, the company plans to ensure the capital needs of daily operation and project construction, and on the premise of effectively controlling risks, Use no more than 150 million yuan of idle self owned funds (including the amount of entrusted financial products that have not expired as of the date of the board of directors, the same below) for entrusted financial management. The use period of the limit is within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the funds can be used in rolling within the limit and validity period, The amount of entrusted financial management at any time point within the term (including the relevant amount of reinvestment from the income of the above investment) shall not exceed 150 million yuan.
The board of supervisors believes that according to the progress of the construction project and the demand for daily funds, the company (subsidiary) can obtain certain investment benefits by using idle self owned funds for entrusted financial management on the premise of ensuring that it does not affect the normal operation and capital safety, which is conducive to improving the overall performance level of the company, does not damage the interests of the company and all shareholders, and complies with the provisions of relevant laws and regulations.
There were no affirmative votes and no abstention votes.
Voting result: adopted
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on using some idle self owned funds for entrusted financial management (Announcement No.: 2022027) is detailed in the information disclosure media designated by the company on March 24, 2022, such as securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）。
（12） Deliberated and adopted the Convention on the protection of human rights in the next three years (202)
