Shandong Denghai Seeds Co.Ltd(002041)
Announcement on the resolutions of the 18th meeting of the seventh 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.
Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as “the company”) the notice of the 18th meeting of the seventh board of directors was sent by fax and e-mail on April 7, 2022. At 8:00 a.m. on April 17, 2022, it was held in the conference room on the second floor of the company in the combination of on-site meeting and remote video conference. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. Five directors attended the on-site meeting and four directors participated in the remote video meeting. Ms. pan ailing, Mr. Huang Fangliang, Ms. sun Airong and Mr. Cheng Li, the independent directors, participated in the meeting and voted through remote video. The procedures for convening the meeting comply with the provisions of the company law and the articles of association, and the meeting is legal and effective. After deliberation and voting by the directors attending the meeting, the following resolutions were formed:
1、 The general manager’s work report was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
2、 The work report of the board of directors was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the website of CNKI on April 19, 2002（ http://www.cn.info.com.cn. ）”Section IV discussion and analysis of operation” in the full text of the company’s 2021 annual report published.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 The company’s 2021 annual report and its summary were reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the website of cninfo on April 19, 2022（ http://www.cn.info.com.cn. ）Full text of the company’s 2021 annual report. Abstract of 2021 annual report, published on cninfo website on April 19, 2022（ http://www.cn.info.com.cn. ）, China Securities Journal and securities times.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 The company’s 2021 annual financial statement report was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the website of cninfo on April 19, 2022（ http://www.cn.info.com.cn. ）Audit report of the company’s 2021 annual financial report.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The profit distribution plan for 2021 was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
Audited by zhongtianyun Certified Public Accountants (special general partnership), the company realized a net profit of 2379878126 yuan attributable to the owner of the parent company in 2021, and the parent company realized a net profit of 23762810964 yuan. According to the relevant provisions of the company law and the articles of association, the company has withdrawn 10% of the surplus reserve fund of 2376281096 yuan according to the net profit of 23762810964 yuan realized by the parent company. After deducting the cash dividend of 308 million yuan distributed in 2020 in 2021 and the undistributed profit of 155882904343 yuan at the beginning of the year, the profit available for distribution to shareholders by the end of 2021 is 174189434211 yuan.
According to Article 3 of the decision on amending certain provisions on cash dividends of listed companies (Order No. 57 of the CSRC), “the accumulated profits distributed in cash in the last three years shall not be less than 30% of the average distributable profits realized in the last three years.” In combination with the actual needs of the company’s development, the profit distribution plan for 2021 formulated by the board of directors of the company is: Based on the total share capital of 880 million shares of the company on December 31, 2021, cash dividend of 0.36 yuan (tax included) and bonus shares of 0 share (tax included) are distributed to all shareholders for every 10 shares, and the total profit distributed is 3168000000 yuan without converting public reserve into share capital.
The profit distribution plan matches the growth of the company’s operating performance and complies with the relevant provisions on profit distribution in the company law, the securities law, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, Have legitimacy, compliance and rationality.
This plan can only be implemented after being reviewed and approved by the company’s 2021 annual general meeting of shareholders.
The independent directors of the company expressed their independent opinions as follows: after verification, we believe that the company’s profit distribution plan for 2021 is formulated according to the actual situation of the company, there is no damage to the interests of minority shareholders, complies with the provisions of relevant laws, regulations and the articles of association, and meets the requirements of profit distribution decision-making procedures. Therefore, we agree with the plan.
6、 The proposal on renewing the appointment of accounting firm by the company was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The company plans to renew the appointment of zhongtianyun Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, with an annual audit fee of 800000 yuan. Zhongtianyun Certified Public Accountants (special general partnership) was appointed as the company’s internal control audit institution in 2022 for the first time, and the internal control audit fee was 150000 yuan.
See details published on cninfo.com on April 19, 2002（ http://www.cn.info.com.cn. ）Proposal on renewing the appointment of accounting firms. The independent directors of the company expressed their independent opinions as follows: after verification, zhongtianyun Certified Public Accountants (special general partnership) is qualified to engage in securities business. During his tenure as the audit institution of the company, he can abide by the independent audit standards for Chinese certified public accountants and express independent audit opinions diligently, dutifully, fairly and reasonably. The reports issued objectively, fairly and fairly reflect the financial status and operating results of the company. We agree that the company will continue to appoint zhongtianyun Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The self-evaluation report of the board of directors on internal control in 2021 was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
See details published on cninfo.com on April 19, 2002（ http://www.cn.info.com.cn. ）Internal control evaluation report of Shandong Denghai Seeds Co.Ltd(002041) 2021.
The independent directors of the company express their independent opinions as follows: after verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. 8、 The Shandong Denghai Seeds Co.Ltd(002041) social responsibility report was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
See details published on cninfo.com on April 19, 2002（ http://www.cn.info.com.cn. ） Shandong Denghai Seeds Co.Ltd(002041) social responsibility report.
9、 The proposal on the implementation of the self inspection form of the company’s internal control rules was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
See details published on cninfo.com on April 19, 2022（ http://www.cn.info.com.cn. ）Self inspection form for the implementation of the company’s internal control rules. 10、 The proposal on Amending the articles of association was deliberated and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
See details published on cninfo.com on April 19, 2002（ http://www.cn.info.com.cn. ）Notice on the amendment of the articles of association. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on using its own idle funds to invest in low-risk financial products of financial institutions was deliberated and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
See details published on cninfo.com on April 19, 2002（ http://www.cn.info.com.cn. ）The announcement on using its own idle funds to invest in low-risk financial products of financial institutions.
The independent directors of the company express their independent opinions as follows: on the premise of complying with national laws and regulations and ensuring the safety of investment funds, and under the condition of ensuring the funds required for the normal operation and development of the company and its subsidiaries, the company uses some idle funds and chooses the opportunity to invest in short-term financial products with high safety and liquidity, which will help to improve the efficiency of capital use, increase the investment income of the company and improve the return on assets, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures of this matter comply with the provisions of relevant laws, regulations and the articles of association. In conclusion, we agree that the company can use its own idle funds with a maximum amount of no more than 3.2 billion yuan to invest in financial products of low-risk financial institutions. Within the above amount, the funds can be used on a rolling basis. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on nominating candidates for the general term of the board of directors was deliberated and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
Upon the expiration of the term of office of the seventh board of directors, upon nomination and recommendation by the board of directors, the nomination committee of the board of directors conducted qualification examination. The board of directors nominated Wang Longxiang, Yan ideal, Jiang Weijuan, Cheng Li, Zhang Xiquan, Tang Shiwei, Liu Haiying, Huang Fangliang and sun Airong as candidates for the eighth board of directors, among which Liu Haiying, Huang Fangliang and sun Airong were candidates for independent directors.
The total number of directors who concurrently serve as senior managers and staff representatives on the board of directors of the company does not exceed half of the total number of directors of the company. Independent director candidates Liu Haiying, Huang Fangliang and sun Airong will submit to the 2021 annual general meeting of shareholders of the company together with other candidate directors after there is no objection to the qualification examination of Shenzhen Stock Exchange, and then jointly form the eighth board of directors of the company.
See details published on cninfo.com on April 19, 2002
（ http://www.cn.info.com.cn. ）Announcement on the nomination of candidates for the change of the board of directors.
Independent opinions of the company’s independent directors on this proposal: agree to the list of candidates for directors of the eighth board of directors nominated by the company’s board of directors. This nomination is made on the basis of fully understanding the identity, educational background, occupation and professional quality of the nominees, and has obtained the consent of the nominees themselves. The nomination procedures of candidates comply with relevant regulations, and the nominees have the qualification and ability to serve as directors of the company. There is no case that the company law, the articles of association and the guiding opinions on the establishment of independent director system in listed companies stipulate that they are not allowed to serve as directors and independent directors of the company, and there is no case that they have been determined as prohibited from entering the market by the CSRC and have not been lifted.
13、 The proposal on convening the 2021 annual general meeting of shareholders was reviewed and adopted, with 9 affirmative votes, 0 negative votes and 0 abstention votes.
See details published on cninfo.com on April 19, 2002（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders.
It is hereby announced.
Shandong Denghai Seeds Co.Ltd(002041) board of directors April 19, 2022
