Yantai China Pet Foods Co.Ltd(002891)
Announcement on the resolution of the 13th meeting of the third board of supervisors
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 supervisors
At 2:00 p.m. on March 30, 2022, Yantai China Pet Foods Co.Ltd(002891) (hereinafter referred to as “the company”) the 13th meeting of the third board of supervisors was held in the company’s conference room in the form of on-site and communication voting. The notice of the meeting was sent on March 18, 2022 by personal delivery, e-mail, etc. three supervisors should be present at the meeting, three actually present, and Zhao Lei, chairman of the board of supervisors, presided over the meeting. The meeting was held in accordance with relevant laws, regulations and the articles of association, and the meeting was legal and effective.
2、 Deliberation and approval at the meeting of the board of supervisors
After the deliberation and voting of the supervisors attending the meeting on the proposal of the meeting of supervisors, the following resolutions are formed:
1. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After review, the board of supervisors believes that the procedures of the 2021 annual report and its summary prepared by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions.
The full text of the company’s 2021 annual report and the summary of the company’s 2021 annual report are detailed in the information disclosure media designated by the company, such as China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on the work report of the board of supervisors of the company in 2021 was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
In 2021, the board of supervisors of the company conscientiously performed its duties and continuously standardized corporate governance in strict accordance with laws and regulations, normative documents and the articles of association. All supervisors are conscientious, responsible and diligent, ensuring the standardized operation of the company’s board of supervisors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on the company’s 2021 annual financial statement report was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After verification, the board of supervisors believes that the company’s 2021 annual financial statement prepared by the company truly, accurately and completely reflects the company’s financial situation and operating results.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on the company’s 2022 annual financial budget report was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After review, the board of supervisors believes that the company’s 2022 annual financial budget report is objective and reasonable on the basis of summarizing the operation and economic situation of 2021 and in combination with the business objectives, market development and development plan of 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
According to the guidance of the CSRC on encouraging cash dividends of listed companies and giving stable and reasonable returns to investors, and on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, the company formulates the profit distribution plan for 2021 in accordance with the relevant provisions of the company law and the articles of association and the current actual operation and profit situation of the company.
After review, the board of supervisors believes that this profit distribution matches the development of the company, conforms to the actual situation of the company, does not damage the interests of the company’s shareholders, especially the minority shareholders, does not exceed the scope of accumulated distributable profits, complies with relevant regulations, and is conducive to the normal operation and healthy development of the company.
See China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com for details of relevant announcements（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After review, the board of supervisors held that Hexin Certified Public Accountants (special general partnership) was diligent and dedicated during the audit of the company in 2021, and the audit opinions issued for the company objectively and fairly reflected the financial status and operating results of the company. We agree to employ Hexin Certified Public Accountants (special general partnership) as the auditor and internal control auditor of the company’s financial statements in 2022.
See China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com for details of relevant announcements（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7. The proposal on the remuneration plan of the company’s supervisors in 2022 was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Adopted unanimously.
2. Based on the company’s due diligence and effectiveness, the supervisors shall be fully mobilized according to the company’s annual strategy and the actual development of the company. At the same time, based on the company’s due diligence and creativity, the supervisors shall be determined to fully mobilize the enthusiasm of the company’s supervisors in 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After review, the board of supervisors believes that the special report truly and objectively reflects the storage and actual use of the company’s raised funds in 2021. At the same time, it will continue to supervise the company to store, use and manage the raised funds in accordance with the requirements of relevant laws and regulations in the future.
Hexin Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of raised funds in 2021, and the sponsor issued the special verification opinions on the storage and use of raised funds in Yantai China Pet Foods Co.Ltd(002891) 2021.
See China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com for details of the special report on the deposit and use of raised funds in 2021（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
9. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After review, the board of supervisors believes that the company has established a relatively perfect internal control system and internal control organizational structure in strict accordance with the company law, the basic norms of enterprise internal control and its supporting guidelines and the requirements of securities regulatory authorities. The existing internal control system has no major defects, which can effectively ensure the orderly operation of the company’s business activities and protect the safety and integrity of the company’s assets. The 2021 annual internal control self-evaluation report issued by the company meets the requirements of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report, truly, objectively and comprehensively reflects the actual situation of the company’s internal control in 2021, and the company’s internal control is reasonable and effective.
The recommendation institution issued the verification opinions on the self-evaluation report of internal control in Yantai China Pet Foods Co.Ltd(002891) 2021. See China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com for details of the company’s 2021 internal control self-evaluation report（ http://www.cn.info.com.cn. ）。
10. The proposal on the external guarantee limit of the company and its subsidiaries in 2022 and accepting guarantee from related parties was reviewed and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
After review, the board of supervisors believes that the external guarantee amount of the company and its subsidiaries in 2022 and the acceptance of guarantees from related parties meet the needs of the company’s business development and are conducive to the development of the company’s daily business. The relevant matters have fulfilled the necessary review procedures, comply with the provisions of relevant laws and regulations, and there is no situation damaging the interests of the company and all shareholders. Therefore, the board of supervisors agreed to the external guarantee amount of the company and its subsidiaries in 2022 and accepted the guarantee from related parties.
The announcement on the company and its subsidiaries to apply for comprehensive credit and loan lines and accept guarantees from related parties in 2022 is detailed in the information disclosure media designated by the company, China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. The proposal on carrying out financial derivatives transactions by the company and its subsidiaries was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
The board of supervisors believes that in order to reduce the foreign exchange risk of international business, the company and its subsidiaries use their own funds to carry out derivatives trading business for the purpose of hedging within the cumulative limit of no more than US $200 million, which is in line with the interests of the company and does not harm the interests of the company and minority shareholders. The board of supervisors agrees to carry out derivatives trading business after deliberation by the general meeting of shareholders of the company.
For details of the announcement on financial derivatives trading conducted by the company and its subsidiaries, please refer to the information disclosure media designated by the company, such as China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
12. The proposal on Amending the articles of association was deliberated and adopted.
Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock exchange and other relevant laws, regulations and normative documents, and in combination with its own actual situation, the company plans to amend the articles of association.
For details of the articles of association, please refer to the information disclosure media designated by the company, such as China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. The proposal on estimating the daily connected transactions of the company and its subsidiaries in 2022 was deliberated and adopted. Voting results: 3 in favor, 0 against and no abstention. Unanimously adopted.
The business transactions between the company and its subsidiaries and related parties comply with the principles of fair and just market, treat them equally with other business enterprises, and there is no transfer of interests. The company’s regular related party transactions are all continuous and regular related party transactions between the company and related parties. There is no damage to the interests of the company and shareholders, and there is no adverse impact on the company’s current and future financial status and operating results.
The announcement of Yantai China Pet Foods Co.Ltd(002891) on the expected daily connected transactions of the company and its subsidiaries in 2022 is detailed in the information disclosure media designated by the company, such as China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
14. The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention, unanimously adopted.
According to the company law, the securities law, the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “measures for the administration of issuance”), the measures for the administration of corporate bond issuance and Trading (hereinafter referred to as the “measures for the administration of creditor’s rights”) and other relevant laws and regulations, the board of directors of the company shall check and carefully demonstrate the actual situation and relevant matters of the company one by one, It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on the public issuance of convertible corporate bonds, and have the conditions for the public issuance of convertible corporate bonds.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
15. Deliberated and passed the proposal on the company’s public issuance of convertible corporate bonds
In accordance with the provisions of the company law, the securities law, the measures for the administration of issuance and other relevant laws and regulations, and in combination with the specific situation of the company, the company has formulated a plan on matters related to the proposed public issuance of convertible corporate bonds (hereinafter referred to as the “issuance. Issuance”), and the supervisors present at the meeting voted on the following matters one by one:
1. Types of securities issued
The type of securities issued this time is convertible corporate bonds (hereinafter referred to as “convertible bonds”) that can be converted into A-share shares of the company. The convertible bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention, unanimously adopted.
2. Issuance scale
In accordance with the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of funds raised by the proposed issuance of convertible bonds shall not exceed RMB 7690459 million (including RMB 7690459 million). The specific issuance amount shall be submitted to the general meeting of shareholders to authorize the board of directors of the company to determine within the above limit.
Voting results: 3 votes in favor, 0 votes
