Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) 2021 annual general meeting materials
March 29, 2002
catalogue
Proposal 1: full text and summary of the company’s 2021 annual report 3. Proposal II work report of the board of directors in 2021 4 proposal III work report of the board of supervisors of the company in 2021 7. Proposal IV: the company’s 2021 annual financial statement report 10 proposal V profit distribution plan of the company in 202113 proposal VI proposal on the remuneration of directors and senior managers of the company in 202114 proposal 7 proposal on the application of the company and its subsidiaries for comprehensive credit line to financial institutions in 202215 proposal 8 proposal on providing guarantee amount for subsidiaries in 202216 proposal 9 proposal on cash management with self owned funds in 202217. Proposal 10 proposal on renewing the appointment of accounting firms 18 proposal Xi proposal on adjusting the allowance of independent directors of the company 19 proposal 12 proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options 20 proposal 13 proposal on changing the registered capital and amending the articles of Association 21 proposal 14 proposal on Amending the rules of procedure of the general meeting of shareholders of the company 22 proposal XV proposal on Amending the working system of independent directors of the company 26 proposal XVI proposal on Amending the management system of related party transactions of the company 32 proposal 17 proposal on Amending the detailed rules for the implementation of the company’s cumulative voting system 39 proposal 18 proposal on the election of non independent directors of the ninth board of directors of the company 41 proposal 19 proposal on the election of independent directors of the ninth board of directors of the company 43 proposal 20 proposal on electing shareholders’ representative supervisors of the ninth board of supervisors of the company forty-five
Agenda of the meeting
Convener: Board of directors
On site meeting time: from 14:30 on Tuesday, April 19, 2022
Online voting time: the online voting time through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is the trading time on April 19, 2022: 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on April 19, 2022.
Venue of the on-site meeting: conference room 306, administrative center of the company, No. 58, South hope Avenue, Yancheng Economic and Technological Development Zone, Jiangsu Province
Agenda content
1、 Announce the beginning of the meeting 2. Count the number of shareholders (agents) present at the meeting and their shares 3. Review the proposal of the meeting 4. Independent directors make a work report 5. Shareholders speak and answer shareholders’ questions 6. Elect vote counters and vote supervisors 7. Announce the number of shareholders and agents participating in the on-site meeting and the total number of shares with voting rights 8. On-site voting, vote counting and vote supervision 9. Announce the on-site voting results 10 Consolidate the online voting and on-site voting results 11. Announce the voting results of this meeting 12. Form the resolution of the company’s 2021 annual general meeting 13. Witness the lawyer to read out the legal opinion
Proposal 1: full text and summary of the company’s 2021 Annual Report
Dear shareholders
In accordance with the relevant requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – Contents and forms of annual report (revised in 2021) issued by the CSRC, the company prepared the 2021 annual report and its abstract, which were deliberated and adopted at the 25th meeting of the eighth board of directors and the 21st Meeting of the eighth board of supervisors, On March 29, on the website of Shenzhen Stock Exchange and http://www.cn.info.com.cn China Securities News, Shanghai Securities News and Securities Times announced the disclosure. The full text and summary of the company’s 2021 annual report are hereby submitted to the general meeting of shareholders for deliberation.
The above proposals are submitted to all shareholders for deliberation.
Proposal II work report of the board of directors in 2021
Dear shareholders
In 2021, the board of directors of the company, in accordance with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the articles of association, standardized corporate governance, strengthened the operation of the company and orderly promoted the development of various work. The main work of the board of directors in 2021 is reported as follows: I. key work in 2021
1. Focus on operation and management: in 2021, the complex international political and economic situation, the repeated epidemic of covid-19 pneumonia, the introduction of the policy of “double control” of energy consumption, the high price of raw materials, the sharp rise of international shipping costs and so on have brought multiple tests to the operation and development of the company. In the face of changes in the external environment, the board of directors made clear the business strategy of “hard training, downward rooting and inward development”, led the company to respond calmly from top to bottom to change the strain, and continued to optimize the internal structure and ensure the business results by paying close attention to the two lines of cost control and efficiency improvement. In 2021, the company achieved an operating revenue of 2.282 billion yuan, breaking the multi-year high; The net profit attributable to the shareholders of the listed company was 461751 million yuan, and the annual business objectives were basically completed.
2. Improve the level of Governance: the board of directors continued to improve the corporate governance structure and improve the standard operation level of the company in strict accordance with laws and regulations and the requirements of regulatory authorities. The company’s internal control system has been consolidated and consolidated in accordance with the requirements of the company’s internal control system and the actual situation of the company. In accordance with the work deployment of the China Securities Regulatory Commission, we actively carried out special self-examination activities on corporate governance, and effectively improved the level of corporate governance by carefully combing all key links and comprehensively investigating potential risks. Actively organize the directors, supervisors and controlling shareholders of the company to participate in various trainings held by the regulatory authorities, timely learn the latest regulatory policies and spirit, and effectively improve the compliance awareness and performance ability of relevant personnel.
3. Expanding business boundaries: the board of directors, in accordance with the preliminary strategic plan, grasps the opportunities under the current “double cycle” development pattern, based on the industrial layout and resource allocation of the company’s medium and long-term development, and actively promotes the transformation and upgrading of the company’s business while expanding the existing stock business.
Participating in the establishment of Chongqing Guochuang Light Alloy Research Institute Co., Ltd. aims to participate in the industrialization and application process of high-tech metal materials, which is in line with the strategic direction of the company’s development towards high-end manufacturing and conducive to seizing market opportunities. The joint venture to establish Ganfeng Zhongkai Mining Technology Co., Ltd. is an important measure for the company to focus on the “double carbon” policy opportunity, broaden the business boundary of non-ferrous metals and actively intervene in the new energy industry.
2、 Daily work of the board of directors
(I) convening of the board meeting
In 2021, the board of directors of the company held 8 meetings. All meetings were held in accordance with laws, administrative regulations, normative documents and the articles of association. All directors attended the meeting diligently, exercised their decision-making power prudently, and carefully and rigorously considered various proposals.
(II) implementation of resolutions of the general meeting of shareholders
In 2021, the company held a general meeting of shareholders. The board of directors of the company shall perform its duties in accordance with the company law, securities law and other laws and regulations and the articles of association, and earnestly implement all resolutions in strict accordance with the resolutions and authorization of the general meeting of shareholders.
(III) performance of special committees of the board of directors
1. Audit Committee
The audit committee of the board of directors of the company is composed of three members, including two independent directors, and the accounting professional acts as the convener. In 2021, a total of four audit committee meetings were held, focusing on the company’s regular reports, employment of audit institutions, internal audit, internal control, related party transactions and other matters. Through reviewing the company’s financial statements, listening to the work reports of the audit department, on-site communication and other means, we earnestly perform the responsibilities of the audit committee and supervise and guide the company’s major matters.
2. Nomination Committee
The company’s independent board of directors nominates two independent directors to serve as conveners. In 2021, the nomination committee held a meeting to carefully review the qualifications and other related matters of the company’s proposed senior managers, so as to ensure that the selection and employment mechanism of senior managers meets the articles of association and other relevant requirements, and the professional quality and performance ability meet the needs of the company.
3. Remuneration and assessment committee
The remuneration and assessment committee of the board of directors of the company is composed of three members, including two independent directors, and the independent director acts as the convener. In 2021, the remuneration and evaluation committee held two meetings to review the performance of the responsibilities of the company’s non independent directors and senior managers in 2020, and conduct annual performance evaluation to confirm the remuneration scheme of directors and senior managers; A special audit was conducted on the achievements of the incentive objects of the company’s 2020 equity incentive plan in the first exercise settlement deadline assessment conditions.
4. Strategy Committee
The strategy committee of the board of directors of the company is composed of 5 members, including 2 independent directors. According to the relevant requirements of the implementation rules of the strategy committee of the board of directors, the members of the strategy committee have played an active role in determining the company’s development plan, strengthening the scientific decision-making and improving the corporate governance structure.
(IV) performance of independent directors
During the reporting period, the independent directors of the company faithfully and diligently performed their duties in strict accordance with the relevant provisions of the company law, the securities law and other laws, regulations and rules, attended the meetings of the board of directors and special committees as required, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters, and put forward professional suggestions on corporate governance and business development.
(V) information disclosure and investor relations management
The board of directors of the company attaches great importance to information disclosure and performs the obligation of information disclosure in strict accordance with the provisions of laws and regulations such as the measures for the administration of information disclosure of listed companies and the company’s system. At the same time, the company also strengthened the management of inside information and the registration of insiders of inside information to ensure the legal compliance of inside information management.
The company attaches great importance to the protection of the legitimate rights and interests of small and medium-sized investors. During the reporting period, the company strengthened communication with small and medium-sized investors by means of telephone, interactive platform of Shenzhen Stock Exchange, e-mail, on-site investigation and reception, replied to the concerns of investors, and guaranteed the right of small and medium-sized investors to know the company.
3、 Key work in 2022
The board of directors of the company will strengthen strategic guidance, improve the level of scientific decision-making, actively play the core role in corporate governance, strictly abide by the provisions of relevant laws and regulations, continuously improve the level of standardized operation and governance, effectively implement various business objectives, earnestly fulfill the obligation of information disclosure, communicate with investors and protect the legitimate rights and interests of investors. 2022 is a key year for Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) accelerating transformation and development. In the new year, guided by the core values of “customer, quality and efficiency”, with innovative development and transformation development as the engine, based on the existing business sector, deepening lean management and strengthening market expansion, we will continue to try new business models, expand opportunities in new business areas, and strive to create a new situation of high-quality development of enterprises!
Proposal III work report of the board of supervisors in 2021
Dear shareholders
In 2021, the board of supervisors of the company conscientiously performed the work and duties of supervisors in accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, attended or attended the board of directors and the general meeting of shareholders of the company as required, supervised the standardized operation, financial status and connected transactions of the company, and effectively safeguarded the legitimate rights and interests of shareholders, especially small and medium-sized shareholders. The main work report of the board of supervisors in 2021 is as follows: I. convening of the meeting of the board of supervisors
In 2021, the company held 6 meetings of the board of supervisors. All supervisors attended the meeting and voted effectively, and completed the deliberation and information disclosure of relevant resolutions. The details are as follows:
1. The company held the 14th meeting of the 8th board of supervisors on January 25, 2021, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2021;
2. On April 13, 2021, the company held the 15th meeting of the 8th board of supervisors, which deliberated and approved: the full text and summary of the company’s 2020 annual report, the work report of the company’s 2020 board of supervisors, the company’s 2020 financial final account report, the company’s 2020 internal control evaluation report, the proposal on the company’s 2020 provision for asset impairment and asset scrapping, and the proposal on increasing the prediction of daily connected transactions.
3. The company held the 16th meeting of the 8th board of supervisors on April 22, 2021, and reviewed and approved the text and full text of the company’s first quarter report of 2021;
4. On July 7, 2021, the company held the 17th meeting of the 8th board of supervisors, deliberated and approved the proposal on the achievement of the first exercise / restricted sale period vesting / lifting of restricted sale conditions of the company’s 2020 stock option and restricted stock incentive plan, and the proposal on the achievement of the first exercise / restricted sale period vesting / lifting of restricted sale conditions of the company’s 2020 stock option and restricted stock incentive plan.
5. The company held the 18th meeting of the 8th board of supervisors on July 30, 2021, and deliberated and adopted the full text and summary of the company’s 2021 semi annual report;
6. The company held the 19th meeting of the 8th board of supervisors on October 27, 2021, and deliberated and adopted the text and full text of the company’s report for the third quarter of 2021.
2、 Verification opinions on important matters
During the reporting period, the board of supervisors supervised the standardized operation, financial status and related party transactions of the company in strict accordance with relevant laws, regulations and the articles of association. After deliberation, it was agreed that:
1. Standardized operation
During the reporting period, the board of directors and the board of supervisors of the company
