Securities code: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) securities abbreviation: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Announcement No.: 2022004 Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
Announcement of resolutions of the 25th meeting of the 8th board of directors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) (hereinafter referred to as “the company”) the notice of the 25th meeting of the 8th board of directors was sent by means of communication on March 14, 2022, and the meeting was held by means of on-site combined communication in the conference room on the third floor of the company on March 25, 2022. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting in person, including Mr. Xiang Zhipeng, Mr. Huang Lijin, Mr. Wang Guoliang and Ms. Teng Xiaomei. The meeting was presided over by Mr. Xiang Zhipeng, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting shall comply with the provisions of relevant laws and regulations and the articles of association. The following proposals were considered and adopted at the meeting:
1、 Deliberated and adopted the full text and summary of the company’s 2021 annual report;
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the work report of the board of directors of the company in 2021;
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Reviewed and approved the 2021 annual general manager’s work report of the company;
Voting results: 7 in favor, 0 against and 0 abstention.
4、 Deliberated and adopted the company’s 2021 annual financial statement report;
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 Review and approve the 2021 annual internal control evaluation report of the company;
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the 2021 internal control evaluation report disclosed by the company on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
6、 Deliberated and approved the company’s profit distribution plan for 2021;
Audited by Tianzhi international accounting firm (special general partnership), the net profit of the parent company in 2021 was -5220459970 yuan, and the net profit attributable to the shareholders of the parent company in the consolidated statement was 4617510329 yuan; By the end of 2021, the undistributed profit in the balance sheet of the parent company was -9065476230 yuan, and the undistributed profit in the consolidated balance sheet was -69518315420 yuan.
As the net profit of the parent company in 2021 is negative and the losses of previous years have not been made up, according to the provisions of the articles of association, the company plans not to distribute profits (including cash dividends and stock dividends) or convert capital reserve into share capital in 2021.
The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on the remuneration of directors and senior managers of the company in 2021;
According to the completion of the company’s business objectives in 2021 and the results of individual annual performance appraisal, the total remuneration of the company’s directors and senior managers in 2021 is RMB 6.2034 million.
The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Related directors Mr. Xiang Zhipeng, Mr. Jia Jun and Mr. Wang Naiqiang abstained from voting. Voting results: 4 votes in favor, 0 votes against and 0 abstention.
8、 Deliberated and passed the proposal on withdrawing asset impairment provision in 2021;
The company accrued 784700 yuan of credit impairment loss and 15925100 yuan of inventory falling price loss in 2021; The total profit of the company’s consolidated financial statements in 2021 decreased by 167098 million yuan.
The company’s provision for asset impairment this time complies with the accounting standards for business enterprises and other relevant provisions, and fairly reflects the company’s financial situation, asset value and operating results. The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the announcement on the provision for asset impairment in 2021 (2022006) disclosed by the company on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
9、 Deliberated and passed the proposal on the application of the company and its subsidiaries for comprehensive credit line to financial institutions in 2022;
The company (including subsidiaries within the scope of consolidated statements) applied to financial institutions for a comprehensive credit line of no more than RMB 600 million in 2022. The credit line refers to the exposure line and can be recycled. This limit does not include the special bank financing limit that has been deliberated and approved by the board of directors or the general meeting of shareholders. The specific use methods of the line include but are not limited to loans from financial institutions, acceptance bills, trade financing, letters of credit, bank guarantees, export documentary bills, export factoring, entrusted loans, etc. It is valid until the 2022 general meeting of shareholders deliberates and approves the 2023 comprehensive credit line.
The company / subsidiary can provide guarantee for its own credit by means of mortgage and pledge of its own assets. Authorize the legal representative of the company / subsidiary or its authorized person as the agent to be fully responsible for business handling, determination and signing of agreement / contract terms and other matters. The financing / credit application of the company / subsidiary within the approved line will not be considered by the board of directors and the general meeting of shareholders of the company one by one.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
10、 Deliberated and passed the proposal on providing guarantee amount for subsidiaries in 2022;
In order to ensure the implementation of the financing plan of the company and its subsidiaries in 2022, the company plans to provide a guarantee line of no more than 500 million yuan equivalent for the financing of wholly-owned and holding subsidiaries within the comprehensive credit line in 2022. This line is the maximum guarantee amount, which can be recycled and adjusted among subsidiaries. The guarantee methods include but are not limited to guarantee, mortgage, pledge, etc. the guarantee limit is valid from the date of deliberation and approval of this proposal by the general meeting of shareholders to the date of holding the general meeting of shareholders in 2022.
For details, please refer to the announcement on providing guarantee limit for subsidiaries in 2022 (2022007) disclosed by the company on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
11、 Deliberated and passed the proposal on cash management with self owned funds in 2022;
In order to improve the efficiency of the use of funds, it is agreed that the company and its subsidiaries will use their own funds up to 800 million yuan to carry out cash management in 2022 without affecting the normal operation of the company, for the purchase of financial products with medium and lower risk from financial institutions. The limit is the maximum balance (recyclable) during the period, and the service life of the limit is 12 months from the date of approval by the general meeting of shareholders. Authorize the chairman of the company / subsidiary to exercise the investment decision-making power within the approved limit and sign relevant contracts.
For details, please refer to the announcement on cash management with self owned funds in 2022 (2022008) disclosed by the company on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
12、 Deliberated and passed the proposal on renewing the appointment of accounting firms;
The company plans to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution in 2022. Its business scope includes financial report audit, internal control audit, issuance of relevant assurance reports or special audit reports, etc. The general meeting of shareholders is requested to authorize the board of directors to negotiate with the audit institution to determine the audit fee according to the business workload, practice level and market conditions.
For details, please refer to the announcement on renewing the appointment of Accountants (2022009) disclosed by the company on cninfo.com on the same day.
The independent opinions approved and agreed by the independent directors of the company in advance need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
13、 Proposal on nominating candidates for non independent directors of the ninth board of directors of the company;
The term of office of the eighth board of directors of the company is about to expire. In accordance with the articles of association and other provisions, and after deliberation by the nomination committee of the board of directors, the board of directors nominated Mr. Xiang Zhipeng, Mr. Jia Jun, Mr. Huang Lijin and Mr. Wang Naiqiang as candidates for non independent directors of the ninth board of directors of the company (resume attached).
The independent directors of the company have expressed their independent opinions on this proposal. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The general meeting of shareholders will vote on the candidates of non independent directors by cumulative voting. Voting results: 7 in favor, 0 against and 0 abstention.
14、 Proposal on nominating candidates for independent directors of the ninth board of directors of the company;
The term of office of the eighth board of directors of the company is about to expire. In accordance with the rules for independent directors of listed companies, the articles of association and other provisions, and after deliberation by the nomination committee of the board of directors of the company, Mr. Duoji, Mr. Li Jiaqiang and Mr. Guan Yimin are hereby nominated as candidates for independent directors of the ninth board of directors of the company, of which Mr. Guan Yimin is an accounting professional (resume attached).
The board of directors expressed heartfelt thanks to Mr. Wang Guoliang, Ms. Teng Xiaomei and Mr. Lou Xiangyang for their contributions to improving corporate governance and promoting the development of the company during their tenure as independent directors of the company.
Mr. Duoji, the candidate for independent director, has not obtained the qualification certificate of independent director, and has promised to participate in the latest independent director training and obtain the relevant qualification certificate recognized by the stock exchange.
The independent directors of the company have expressed their independent opinions on this proposal. The candidates for independent directors shall be filed with Shenzhen Stock Exchange and submitted to the 2021 annual general meeting of shareholders of the company for deliberation without objection. The general meeting of shareholders will vote on the candidates for independent directors by cumulative voting.
Voting results: 7 in favor, 0 against and 0 abstention.
15、 Proposal on adjusting the allowance of independent directors of the company;
In accordance with the provisions of the company law, the guidelines for the governance of listed companies, the articles of association and other relevant laws and regulations, combined with the actual situation of the company and comprehensively considering the market conditions and the salary level of Listed Companies in the industry and region where the company is located, it is proposed to adjust the allowance for independent directors of the company to 150000 yuan / year / person (including tax) from the ninth board of directors.
The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
16、 Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options;
In view of the fact that the company’s 2020 stock option and restricted stock incentive plan granted some incentive objects for the first time, and the performance assessment at the individual level in 2021 was unqualified, according to the relevant provisions of the company’s 2020 stock option and restricted stock incentive plan and the company’s measures for the Administration of the assessment of the implementation of 2020 stock option and restricted stock incentive plan, The board of directors agrees that the company shall repurchase and cancel 150000 shares of restricted shares held by the above incentive objects that have been granted but have not been lifted. The repurchase price is the grant price (RMB 1 per share) plus the interest of bank time deposit in the same period, and cancel 450000 granted but still waiting stock options. Submit to the general meeting of shareholders to authorize the board of directors to handle all matters related to repurchase, cancellation, change or filing.
For details, please refer to the announcement on the repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2020 stock option and restricted stock incentive plan (2022010) disclosed by the company on cninfo.com on the same day
Independent directors’ independent opinions on this proposal need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and need to be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
17、 Proposal on changing the registered capital and amending the articles of Association;
According to the independent exercise of stock options in the 2020 stock option and restricted stock incentive plan and the proposed repurchase and cancellation of some restricted shares in the 2020 stock option and restricted stock incentive plan, the registered capital of the company is proposed to be changed from RMB 1424503318 to RMB 1432556318, and the total number of shares is changed from 1424503318 to 1432556318.
In view of the above changes in registered capital and total shares, and in accordance with the latest provisions of relevant administrative regulations and normative documents of China Securities Regulatory Commission and Shenzhen Stock Exchange
