Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Announcement No.: 2022019 bond Code: 128026 bond abbreviation: Zhongxing convertible bond
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Announcement of resolutions of the 12th 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
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) the 12th meeting of the 4th board of directors was held in the conference room of the company on the morning of March 23, 2022 by means of on-site communication. The meeting was presided over by Mr. Gao boshu, chairman of the company. The notice of the meeting was sent to all directors and senior managers by e-mail on March 13, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and convening of this meeting comply with the relevant provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following proposals were voted and adopted by open ballot at the meeting: (I) the proposal on reviewing the work report of the general manager in 2021 was considered and adopted
Mr. Liu Liang, the general manager of the company, made the 2021 general manager’s work report to the board of directors according to the actual situation that the operation and management layer implemented the resolutions of the board of directors and presided over the daily production and operation management in 2021. In 2021, the company realized an operating revenue of 1556146700 yuan, a year-on-year increase of 4.92%; The net profit attributable to the shareholders of the listed company was 54.968 million yuan, a year-on-year decrease of 70.91%, and the sales volume of edible fungi of the company reached 310500 tons, a year-on-year increase of 6.40%. On the one hand, the change of the company’s operating performance is affected by the decline of the overall profit margin of the industry: ① affected by the trade of bulk goods, the purchase price of raw materials for Flammulina velutipes production has increased as a whole, and the product cost has increased significantly; ② In the post epidemic era, the consumption in the downstream market of edible fungi is weak, especially the sales price of Flammulina velutipes products remains low, and the market performance in the traditional peak sales season is poor; ③ Repeated epidemics, rainstorms and other factors lead to the scrapping of some finished products and products in process; On the other hand, with the production of phase II of Wuhe base and the full production of phase II of Jiangsu base this year, the production and sales volume of the company’s Agaricus bisporus varieties has jumped to the first place in the world, and the performance has been gradually released. Moreover, the price fluctuation of Agaricus bisporus varieties throughout the year is small, which has become the main contributor to the company’s profits during the reporting period. Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal.
Voting result: adopted
(II) the proposal on reviewing the work report of the board of directors in 2021 was considered and adopted
In accordance with the relevant provisions of the company law and the articles of association, and in combination with the actual situation of the company’s operation in 2021, the board of directors prepared the work report of the board of directors in 2021.
Voting: 9 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.
Ms. Peng Ling, Mr. Ju Ming and Mr. Liu ya, the independent directors of the board of directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors, and will make a report on their work at the 2021 general meeting of shareholders of the company. For details, please refer to the 2021 annual report of the board of directors and the 2022 annual work report of the designated media of the company（ http://www.cn.info.com.cn. ）。
(III) the proposal on reviewing the financial final accounts report of 2021 was reviewed and approved
The 2021 financial statements and notes of the company have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and issued a standard unqualified audit report. 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 board of supervisors of the company issued a clearly agreed audit opinion on the report.
Voting: 9 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 and audit report（ http://www.cn.info.com.cn. ）。
(IV) the proposal on reviewing the special report on the annual deposit and actual use of raised funds was deliberated and adopted
According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the board of directors of the company prepared the special report on the annual storage and actual use of raised funds. 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 or illegal use.
The board of supervisors and independent directors of the company have issued explicit approval opinions on the report, the audit institution Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has issued an assurance report on the above matters, and the sponsor China International Capital Corporation Limited(601995) has issued special verification opinions on the above matters.
Voting: 9 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 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. ）； For details of the assurance report on the annual deposit and actual use of the company’s raised funds and the verification opinions on the company’s special report on the deposit and actual use of the company’s raised funds in 2021, see cninfo.com, the information disclosure media designated by the company on March 24, 2022（ http://www.cn.info.com.cn. ）。
(V) the proposal on reviewing the self-evaluation report on internal control in 2021 was deliberated and adopted. According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and based on consulting the company’s management rules and regulations, The board inspected the operation and effectiveness of the company’s internal control as of December 31, 2021 (the benchmark date of the internal control evaluation report), and the board of directors prepared the internal control self-evaluation report of 2021.
As of the benchmark date of the internal control evaluation report, no major defects and important defects in internal control have been found in the company’s financial reports and non-financial reports.
The board of supervisors and independent directors of the company have clearly agreed to the audit opinions on the report, and the audit institution Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has issued an assurance report on the above matters.
Voting: 9 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 and 2021 internal control assurance report（ http://www.cn.info.com.cn. ）。
(VI) 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.
The board of Directors believes that the profit distribution plan for 2021 is put forward on the premise of ensuring the normal operation and long-term development of the company and fully considering the reasonable demands and investment returns of all investors. The implementation of the plan will not cause the shortage of working capital or other adverse effects of the company, which is in line with the company’s strategic planning and development expectations and relevant regulations.
The board of supervisors and independent directors of the company have expressed explicit approval opinions on the proposal.
Voting: 9 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. ）。
(VII) the proposal on reviewing the 2021 annual report and the 2021 annual report summary was passed
In accordance with laws and regulations, relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and relevant requirements of the articles of association, the board of directors of the company has prepared the 2021 annual report and the 2021 annual report summary.
The directors, supervisors and senior managers of the company have signed written confirmation opinions on the 2021 annual report, and the 2021 annual report and its summary have been reviewed and approved by the board of supervisors of the company.
Voting: 9 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. ）。
(VIII) 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, and continuously improve the quality of financial report disclosure and the social recognition of the audit report. At the same time, combined with the good professional level and professional ethics shown in the past 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.
The independent directors of the company have approved and expressed their independent opinions on the matter in advance.
Voting: 9 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 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. ）。
(IX) the proposal on reviewing the performance plan for remuneration (allowance) of directors and senior managers in 2022 was deliberated and adopted
The remuneration and assessment committee of the board of directors carefully reviewed the performance of the directors and senior managers of the company in 2021, and considered and adopted the remuneration (allowance) performance plan for directors and senior managers in 2022 in combination with the company’s future development plan.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting: 0 in favor, 0 against, 0 abstention and 9 withdrawal.
Voting result: due to the withdrawal of 9 votes, this proposal is directly submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com, the information disclosure media designated by the company on March 24, 2022 for details of the 2022 annual remuneration (allowance) performance plan for directors and senior managers（ http://www.cn.info.com.cn. ）。
(x) 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. At the same time, the board of directors of the company requests the general meeting of shareholders to authorize the operation and management of the company to fully handle the above financing matters according to the actual business needs within the amount and validity period approved by the general meeting of shareholders.
Voting: 9 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 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. ）。
（11） The proposal on the provision of guarantee amount for subsidiaries in 2022 was deliberated and adopted. In order to ensure the project construction and daily operation capital needs of subsidiaries, the board of directors agreed that the company planned to provide guarantee for loans to financial institutions from subsidiaries within the scope of consolidated statements in 2022. twenty
