Securities code: Jinhe Biotechnology Co.Ltd(002688) securities abbreviation: Jinhe Biotechnology Co.Ltd(002688) Announcement No.: 2022007 Jinhe Biotechnology Co.Ltd(002688)
Announcement on the resolution of the 27th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as “the company”) the 27th meeting of the 5th board of directors was notified by e-mail on April 8, 2022 and held by on-site and communication on April 20, 2022. Independent directors Mr. Yao Minfu and Mr. Lu Wenbing attended the meeting by communication. The meeting was presided over by Mr. Wang Dongxiao, chairman of the board of directors. There were 9 directors who should be present and 9 actually present. The number of directors attending the meeting met the laws and regulations, and the meeting was legal and valid. The meeting shall be held in accordance with the company law of the people’s Republic of China and other laws and regulations and the articles of association. The directors attending the meeting deliberated and adopted the following proposals by means of on-site and communication voting:
1、 The proposal on the 2021 annual general manager’s work report of the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
2、 The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
Mr. Yao Minfu, Mr. Lu Wenbing and Ms. Xie Xiaoyan, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. The work report of the board of directors in 2021 is detailed in Section III “management discussion and analysis” of the full text of the company’s 2021 annual report. The report on the work of independent directors in 2021 is detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 The proposal on the company’s 2021 annual audit report was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
See cninfo.com for details of the audit report（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 The proposal on the company’s 2021 annual financial statement was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
See cninfo.com for details of the company’s 2021 financial statements（ http://www.cn.info.com.cn. ）。 This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The proposal on the company’s financial budget plan for 2022 was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
See cninfo.com for details of Jinhe Biotechnology Co.Ltd(002688) 2022 annual financial budget plan（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
Audited by ShineWing Certified Public Accountants (special general partnership), the net profit of the company in 2021 was 2374795658 yuan, the statutory surplus reserve was 237479566 yuan, plus the undistributed profit of 36860251301 yuan at the beginning of the year, deducting the profit of 6352896550 yuan of the previous year distributed this year, the profit available for distribution to shareholders in 2021 was 32644670843 yuan.
According to the company’s operation and the need to repay shareholders, the company’s profit distribution plan for 2021 is as follows: no cash dividend, no bonus shares and no conversion of provident fund into share capital in 2021.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval before implementation. Independent directors expressed independent opinions on the matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
7、 The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
See cninfo.com for the full text of the 2021 annual report（ http://www.cn.info.com.cn. ）。 See http://www.cninfo.com.cn for details of the summary of 2021 annual report（ http://www.cn.info.com.cn. ）And securities times, Securities Daily, Shanghai Securities News and China Securities News.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
8、 The special report on the use and deposit of the company’s raised funds in 2021 was reviewed and adopted by 9 votes in favor, 0 against and 0 abstention.
The independent directors of the company have issued independent opinions on this proposal, and the sponsor has issued verification opinions. See cninfo.com for the special report on the use and storage of the company’s raised funds in 2021（ http://www.cn.info.com.cn. ）And securities times, Securities Daily, Shanghai Securities News and China Securities News.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
9、 The special instructions on the occupation of non operating funds and other related capital transactions of the company in 2021 were reviewed and adopted by 9 votes in favor, 0 against and 0 abstention.
See http://www.cninfo.com.cn for details of the special instructions on the occupation of non operating funds and other related capital transactions in Jinhe Biotechnology Co.Ltd(002688) 2021（ http://www.cn.info.com.cn. ）, independent directors expressed independent opinions on the matter.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 The proposal on renewing the appointment of ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
In accordance with the relevant provisions of the company law and the articles of association, in order to further strengthen the standardized operation and financial security of the company, ShineWing Certified Public Accountants (special general partnership) is proposed to continue to be appointed as the company’s financial audit institution in 2022, be responsible for the company’s financial audit in 2022, and authorize the board of directors of the company to arrange the signing of work contracts and determine relevant remuneration.
The announcement of Jinhe Biotechnology Co.Ltd(002688) on renewing the appointment of audit institutions in 2021 is detailed on cninfo.com（ http://www.cn.info.com.cn. ）, the independent directors expressed their prior approval opinions and independent opinions on the matter.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
11、 The remuneration plan for directors and supervisors in Jinhe Biotechnology Co.Ltd(002688) 2022 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
See cninfo.com for details of Jinhe Biotechnology Co.Ltd(002688) 2022 annual remuneration plan for directors and supervisors（ http://www.cn.info.com.cn. ）, independent directors expressed independent opinions on this proposal.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
12、 The Jinhe Biotechnology Co.Ltd(002688) 2022 annual remuneration plan for senior managers was reviewed and adopted with 9 in favor, 0 against and 0 abstention.
See cninfo.com for details of Jinhe Biotechnology Co.Ltd(002688) 2022 senior management compensation plan（ http://www.cn.info.com.cn. ）, independent directors expressed independent opinions on this proposal.
13、 The self-evaluation report on the company’s internal control in 2021 was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued independent opinions on this proposal, and the sponsor has issued verification opinions. See cninfo.com for details of Jinhe Biotechnology Co.Ltd(002688) 2021 annual internal control self-evaluation report（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
14、 The proposal on the estimated related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022 was deliberated and adopted by 6 votes in favor, 0 against and 0 abstention.
Voting results: the number of valid votes is 6, including 6 in favor, 0 against and 0 abstention. According to the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the transaction constitutes a connected transaction, and the connected directors Mr. Wang Dongxiao, Mr. Li Fuzhong and Mr. Wang Zhijun evade voting according to law. The independent directors expressed their prior approval opinions and independent opinions on the matter.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. Related shareholders Jinhe holdings, Lu Mudan, Lu Manman, Li Fuzhong, Wang Xiaoying, Wang Zhijun and Jiao Bingzhu need to avoid voting.
For details of Jinhe Biotechnology Co.Ltd(002688) the announcement on the estimated related party transactions with Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。 15、 The proposal on the provision of financing guarantee for subsidiaries and secondary subsidiaries expected to be added by the company in 2022 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
See cninfo.com for details of Jinhe Biotechnology Co.Ltd(002688) the announcement on providing financing guarantee for subsidiaries and secondary subsidiaries in 2022（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
16、 The proposal on applying for bank comprehensive credit line was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
The announcement of Jinhe Biotechnology Co.Ltd(002688) on applying for comprehensive credit line of the bank is detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
17、 The proposal on the provision for asset impairment was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
For details of Jinhe Biotechnology Co.Ltd(002688) the announcement on the provision for asset impairment, please refer to cninfo.com（ http://www.cn.info.com.cn. ）, independent directors expressed independent opinions on this proposal.
18、 The proposal on the new industrial chain extension project with an annual output of 15000 tons of high-end erythritol was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
See http://cninfo.com.cn for the announcement on the new industrial chain extension project with an annual output of 15000 tons of high-end erythritol（ http://www.cn.info.com.cn. ）。
19、 The proposal on repurchase of some public shares was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
For details of Jinhe Biotechnology Co.Ltd(002688) the announcement on the plan of repurchasing some public shares, please refer to cninfo.com（ http://www.cn.info.com.cn. ）, independent directors expressed independent opinions on this proposal. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
20、 The proposal on Amending the articles of association was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
Relevant provisions of the company law of the people’s Republic of China and the articles of association of the people’s Republic of China (Chapter 2) shall be revised in accordance with the relevant provisions of the company law of the people’s Republic of China and the regulations of the people’s Republic of China, and the relevant provisions of the company law of the people’s Republic of China (Chapter 2) shall be revised in accordance with the actual situation.
For details of the amendment to the articles of association of Jinhe Biotechnology Co.Ltd(002688) company and the articles of association of Jinhe Biotechnology Co.Ltd(002688) company, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
21、 The proposal on Amending the connected transaction system was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
For details of Jinhe Biotechnology Co.Ltd(002688) related party transaction decision-making system, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
22、 The proposal on Revising the management system for major business and investment decisions was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
For details of Jinhe Biotechnology Co.Ltd(002688) major operation and investment decision management system, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
23、 The proposal on the formulation of the major event reporting system was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
See http://www.cninfo.com.cn for details of Jinhe Biotechnology Co.Ltd(002688) major event reporting system（ http://www.cn.info.com.cn. ）。
24、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted with 9 in favor, 0 against and 0 abstention.
The company is scheduled to hold the 2021 annual general meeting of shareholders at 14:30 p.m. on May 12, 2022. Please refer to cninfo.com for the announcement of Jinhe Biotechnology Co.Ltd(002688) on the notice of holding the 2021 annual general meeting of shareholders
