Securities code: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022021 Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Announcement on the resolutions of the 14th meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as “the company”) the 14th meeting of the seventh session of supervisors was notified to all supervisors by telephone and e-mail on April 24, 2022 and held by means of communication voting on the morning of April 27, 2022. The meeting was presided over by Mr. Xu Honglin, the chairman of the board of supervisors of the company. There were 3 supervisors who should be present and 3 actually present. Some directors and senior managers attended the meeting as nonvoting delegates. The number of attendees, convening procedures and discussion contents of this meeting comply with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law) and the articles of association.
After careful deliberation, full discussion and item by item voting by the supervisors attending the meeting, the following proposals were considered and adopted at the meeting: 1. The annual report and summary of 2021 was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) “2021 annual report” and “2021 annual report summary” comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
The summary of the company’s 2021 annual report is detailed in China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn on April 28, 2022 Abstract of 2021 annual report (Announcement No.: 2022022); The company’s 2021 annual report is detailed in the company’s website (www.cn. Info. Com. CN.) Annual report 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The 2021 work report of the board of supervisors was reviewed and adopted by 3 votes in favor, 0 against and 0 abstention
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on April 28, 2022 Work report of the board of supervisors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The financial final accounts report for 2021 was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
In 2021, the company realized an operating revenue of 14.304 billion yuan and a net profit attributable to shareholders of listed companies of 117 million yuan.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the prediction of related party transactions in 2022 was considered and adopted by 3 votes in favor, 0 against and 0 abstention
It is agreed that the company has daily related party transactions with related parties therAnd purata Farm Group Limited, top harbour limited, Yuan booking limited, Qidong ruipeng animal husbandry Co., Ltd., Shanghai chunchuan Property Service Co., Ltd., Shanghai Pengxin construction and Installation Engineering Co., Ltd., Yunnan Pengxin Fusheng Agricultural Development Co., Ltd. and Shanghai Pengdu Real Estate Development Co., Ltd., and accepts the borrowing of funds from Shanghai Pengxin (Group) Co., Ltd.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Announcement on related party transactions (2020232022).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the prediction of external guarantee in 2022 was considered and adopted
It is agreed that the company and its subsidiaries will provide no more than 11.15 billion yuan guarantee for its subsidiaries in 2022, and fiagril ltda22, the holding subsidiary of the company, will provide no more than 131 million yuan guarantee for cianport in 2022.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Announcement on the forecast of external guarantee in 2022 (Announcement No.: 2022024).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The plan for profit distribution in 2021 was reviewed and adopted by 3 votes in favor, 0 against and 0 abstention
The company’s profit distribution plan for 2021 is made in combination with the company’s actual operation and the needs of future operation and development, and comprehensively considering the needs of the company’s medium and long-term development plan and capital plan. It complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations, and there is no violation of the relevant provisions of the company law and the articles of association, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders, and the board of supervisors agrees to this profit distribution plan.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Special instructions on no profit distribution in 2021 (Announcement No.: 2022025).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The 2021 internal control evaluation report was reviewed and adopted by 3 votes in favor, 0 against and 0 abstention
The company has established a relatively perfect internal control system and can be effectively implemented; The internal control mechanism of the company is basically complete, reasonable and effective; All production and operation activities and corporate governance activities of the company operate in accordance with relevant internal control systems and effectively control various internal and external risks; The 2021 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company’s internal control system.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on April 28, 2022 Internal control evaluation report in 2021.
8. The proposal on confirming the total remuneration of directors, supervisors and senior managers of the company in 2021 and determining the total remuneration of directors, supervisors and senior managers of the company in 2022 was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions
In 2021, the total remuneration received by the directors, supervisors and senior managers of the company is RMB 101914 million before tax, including the remuneration received in 2021 and the allowance of independent directors. The annual remuneration shall be paid according to the results of year-end performance evaluation.
Combined with the performance appraisal in 2021 and the target responsibilities in 2022, the total remuneration of the directors, supervisors and senior managers of the company in 2022 is proposed to be 15 million yuan before tax (the specific amount shall be subject to the actual amount), of which the allowance for each independent director receiving the allowance is 120000 yuan before tax and the special allowance for the chairman is 1.5-2.8 million yuan. Among the above total remuneration, the annual remuneration shall be paid according to the results of year-end performance evaluation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The special report on the deposit and use of raised funds in 2021 was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions
The deposit and use of the company’s annual raised funds in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal use of the raised funds, nor is there any change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022027). 10. The special notes on securities investment in 2021 was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention votes
The company strictly complies with the provisions of the securities investment management system; The authority of fund allocation, securities account control and investment decision-making shall comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on venture capital.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on April 28, 2022 Special instructions on the company’s securities investment in 2021.
11. The proposal on carrying out hedging business was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention
In order to avoid the risk of fluctuations in product prices, exchange rates and interest rates and effectively control operational risks, in accordance with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and in combination with the actual needs of the company’s business development, it is agreed that the company and its subsidiaries will continue to carry out commodity futures, exchange rates and interest rate hedging business in 2022.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Announcement on carrying out hedging business (Announcement No.: 2022026)
12. The proposal on the extension of investment projects with raised funds was deliberated and adopted by 3 affirmative votes, 0 negative votes and 0 abstention votes
The postponement of the company’s investment project with raised funds is a prudent decision made according to the actual situation of the investment project with raised funds. It does not involve the change of the implementation subject, investment purpose and scale of the investment project with raised funds, does not belong to the substantive change of the investment project with raised funds, and does not change or disguise the investment direction of raised funds and damage the interests of shareholders of the company. The decision-making procedures for the extension of the investment projects with raised funds comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange on the use of raised funds of listed companies and the relevant provisions of the articles of association. Therefore, the board of supervisors of the company agrees to the extension of some investment projects with raised funds.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Announcement on the extension of investment projects with raised funds (Announcement No.: 2022028)
13. The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted by 3 affirmative votes, 0 negative votes and 0 abstention votes
Zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongxinghua certified public accountants”) provided the company with high-quality audit services in 2021. In the process of business implementation, it is responsible and has good professional ability. Considering the continuity and integrity of the audit work and the familiarity with the company’s business, it is agreed to continue to employ zhongxinghua certified public accountants as the company’s financial report and internal control audit institution in 2022 for one year, specifically responsible for the company’s accounting statement audit, internal control audit and other business services.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) published by the company on April 28, 2022 Announcement on reappointment of audit institutions in 2022 (Announcement No.: 2022029)
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby resolved.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) board of supervisors April 28, 2022
