Xinjiang Korla Pear Co.Ltd(600506) : announcement of the resolution of the 29th meeting of the seventh board of directors

Stock Code: Xinjiang Korla Pear Co.Ltd(600506) stock abbreviation: ST Xiangli Announcement No.: Lin 202218 Xinjiang Korla Pear Co.Ltd(600506)

Announcement on the resolutions of the 29th meeting of the 7th board of directors

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

1、 Meetings of the board of directors

(I) the convening procedures of this board meeting comply with the provisions of the company law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.

(II) the notice and documents of the meeting of the board of directors have been sent by telephone, e-mail and fax on April 9, 2022.

(III) the meeting of the board of directors was held in the conference room on the second floor of the company on April 19, 2022 by combining on-site and communication voting.

(IV) there are 7 directors who should attend the meeting of the board of directors and 7 actually attended the meeting.

(V) the meeting was presided over by Mr. Zhou Enhong, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.

2、 Deliberations of the board meeting

(I) the proposal on the 2021 annual business work report was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

(II) the proposal on the work report of the board of directors in 2021 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

(III) the proposal on the financial final accounts report of 2021 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

The 2021 financial report of the company has been audited by ZTE CGH Certified Public Accountants (special general partnership) and issued a standard unqualified audit report (ZTE CGH SZ (2022) No. 211019). The board of directors approved the company’s 2021 annual financial statement.

(IV) the proposal on the full text of the 2021 annual report and the summary of the annual report was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Full text of 2021 annual report and summary of annual report disclosed.

(V) the proposal on the profit distribution plan for 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.

According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -359334 million yuan, and the accumulated undistributed profit of the company as of December 31, 2021 was -1632948 million yuan. According to the relevant provisions of the profit distribution policy in the articles of association, the board of directors agreed that the company would not make profit distribution or convert the capital reserve into share capital in 2021.

(VI) the proposal on internal control evaluation report in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.

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 evaluation methods, and based on the daily supervision and special supervision of internal control, the company evaluated the effectiveness of internal control on December 31, 2021 (the benchmark date of internal control evaluation report). There were no major defects in the company’s internal control in 2021.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on internal control of disclosure 2021.

(VII) the proposal on internal control audit report in 2021 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

ZTE Cai Guanghua Certified Public Accountants (special general partnership) issued the audit report on internal control of the company in 2021 (ZTE Cai Guang Hua Shen Zhuan Zi (2022) No. 211026), and believed that the company had maintained effective internal control over financial reporting in all major aspects on December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant regulations.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 annual internal control audit report disclosed.

(VIII) the proposal on the 2022 internal control test and evaluation work plan was considered and adopted by 7 votes in favor, 0 against and 0 abstention.

(IX) the proposal on the report on the work of independent directors in 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in 2021 disclosed.

(x) the proposal on the work report of the audit committee in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed the work report of the audit committee in 2021.

(11) The proposal on the report for the first quarter of 2022 was considered with 7 affirmative votes, 0 negative votes and 0 abstention.

For details, please refer to the website of Shanghai Securities News and Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The first quarter report of 2022 disclosed.

(12) The proposal on Amending the articles of association was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on Amending the articles of Association (Announcement No.: Lin 202222).

(13) The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed rules of procedure of the general meeting of shareholders.

(14) The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed rules of procedure of the board of directors.

(15) With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on establishing the Executive Committee and formulating the working rules of the Executive Committee was considered and adopted.

For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosure of the rules of procedure of the Executive Committee.

(16) With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on granting performance awards to the management team in 2021 was deliberated and adopted.

(17) The proposal on the general election and the addition of non independent directors of the eighth board of directors was considered and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

The term of office of the seventh board of directors of the company is about to expire. According to the company law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the current effective articles of association, the company plans to elect another term of the board of directors and add non independent directors. The 8th director of the company

The board of directors will consist of 9 directors, including 6 non independent directors and 3 independent directors. The term of office of the directors shall be calculated from the date of election and approval by the general meeting of shareholders, and the term of office shall be three years.

The board of directors agreed to nominate Mr. Zhou Enhong, Mr. Fan Fei, Mr. Wang Zuo, Mr. Xi Qiang, Mr. Du Wenhui and Mr. Li Jia as candidates for non independent directors of the eighth board of directors (see the annex for the resume of non independent director candidates). (18) The proposal on the general election of independent directors of the 8th board of directors was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

The board of directors agreed to nominate Mr. Li Gang, Mr. Liang Shangshang and Mr. Li Zhifei as independent director candidates of the eighth board of directors of the company (see the annex for the resume of independent director candidates).

(19) With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on applying for cancellation of the company’s stock delisting risk warning was deliberated and adopted.

The company’s 2021 financial report was audited by ZTE caiguanghua Certified Public Accountants (special general partnership), and issued a standard unqualified audit report and a special statement on the deduction of operating income. According to the audit, as of December 31, 2021, the net assets attributable to the shareholders of the listed company were 2425868 million yuan; In 2021, the operating income was 349536500 yuan, and the operating income after deducting the business income irrelevant to the main business and the income without commercial substance was 289327700 yuan; The net profit attributable to the shareholders of the listed company is -359334 million yuan, and the net profit after deducting non recurring profits and losses is -370834 million yuan. According to article 9.3.6 of the Listing Rules of Shanghai Stock Exchange, the situation involving delisting risk warning of the company’s shares has been eliminated, and other delisting risk warnings and other risk warnings are not involved.

Based on the above situation, the board of directors agreed that the company should apply to Shanghai Stock Exchange to cancel the delisting risk warning of the company’s shares.

For details, please refer to the website of Shanghai Securities News and Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on application for cancellation of delisting risk warning on the company’s shares (Announcement No.: Lin 202221).

(20) With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company’s application for comprehensive bank credit line and provision of guarantee in 2022 was considered and adopted.

The board of directors agrees that the company (including wholly-owned subsidiaries or holding subsidiaries) plans to apply to the bank for a comprehensive credit line of no more than RMB 400 million and provide a new guarantee line of no more than RMB 400 million for all wholly-owned and holding subsidiaries in 2022, from the date of deliberation and approval of the 2021 annual general meeting to the date of deliberation and approval of the 2022 annual general meeting. Within the credit term, the credit line can be recycled.

The board of directors of the company requests the general meeting of shareholders to agree that the board of directors authorizes the management of the company and its wholly-owned subsidiaries to handle specific matters such as loans within the comprehensive credit line according to the needs of the actual operation, and sign relevant agreements and documents.

(21) The proposal to convene the 2021 annual general meeting of shareholders was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.

The board of directors agreed that the company would hold the 2021 annual general meeting of shareholders on May 10, 2022.

For details, please refer to the website of Shanghai Securities News and Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice on convening the 2022 annual general meeting of shareholders (Announcement No.: Lin 202224) disclosed.

The above (II), (III), (IV), (V), (12), (13), (14), (17), (18) and (20) proposals need to be submitted to the general meeting of shareholders for deliberation, and independent directors need to report on their work at the general meeting of shareholders.

3、 Opinions of independent directors

See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details of the opinions of independent directors Relevant contents disclosed.

It is hereby announced.

Xinjiang Korla Pear Co.Ltd(600506) board of directors April 19, 2002

Attachment: resume of non independent director candidates

Zhou Enhong: male, Han nationality, born in September 1972, graduate degree, economist. Once served as assistant engineer of science and Technology Department of China Construction Bank Corporation(601939) Hainan Branch of China; Manager, senior deputy manager and senior manager of China Xinda Haikou Office (Hainan Branch); Senior manager and director of China Cinda general affairs department, asset management business department and investment and asset management department; Assistant to the general manager of China Cinda investment and asset management department and strategic customer department 3. Currently, he is the deputy general manager of the third strategic customer department of China Cinda; Director of Beijing urban construction Donghua Real Estate Development Co., Ltd; Director of China Guangdong Nuclear Industry Investment Fund Management Co., Ltd.

Mr. Zhou Enhong does not directly or indirectly hold shares of the company; It has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. The company shall not be punished by the provisions of the company law, the articles of association and other relevant departments of the stock exchange.

Fan Fei: male, Han nationality, born in May 1988, graduate degree, Chartered Financial Analyst (CFA). Former auditor and senior auditor of Deloitte Touche Tohmatsu (special general partnership) Beijing Branch; Business manager and deputy manager of China Cinda Asset Management Business Department, investment and asset management department and strategic customer department. At present, he is the manager of the third Department of China Cinda strategic customers; Supervisor of Xinjiang Changyuan Water Group Co., Ltd; Supervisor of Xinjiang Changyuan Tongda Investment Co., Ltd; Executive director of Shanghai xilico Industrial Development Co., Ltd.

Mr. Fan Fei does not hold shares of the company directly or indirectly; It is related to Xinjiang Changyuan Water Group Co., Ltd., the indirect controlling shareholder of the company. The company shall not be punished by the provisions of the company law, the articles of association and other relevant departments of the stock exchange.

Wang Zuo: male, Han nationality, born in July 1967, CPC member, bachelor degree, senior engineer. He used to be a technician in the electrical instrument workshop of Xinjiang pharmaceutical factory China Construction Bank Corporation(601939) Xinjiang branch central computer room staff and person in charge; Deputy manager, manager, senior deputy manager and senior manager of the comprehensive management department of China Xinda Xinjiang branch, senior manager of the third business department, deputy director, director and senior manager of the third business department, director and senior manager of the first business department;

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