Securities code: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022025 Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Special note on no profit distribution in 2021
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、 2021 profit distribution plan
According to the standard unqualified audit report (Zhongxing Huashen Zi (2022) No. 410075) issued by zhongxinghua Certified Public Accountants (special general partnership), the undistributed profit of the company in the reporting period was -582 million yuan and the distributable profit in the reporting period was 117 million yuan. As the undistributed profit of the company is negative and the Yunnan beef cattle project mainly constructed by the company still needs a large amount of capital investment, the profit distribution plan of the company in 2021 is: no cash dividend, no bonus shares, and no conversion of provident fund into share capital.
2、 Reasons why the company plans not to make profit distribution in 2021
1. As of December 31, 2021, the company’s accumulated undistributed profit was -582 million yuan, and the distributable profit in 2021 was 117 million yuan. According to the profit distribution policy stipulated in the articles of association, the profit distribution of the company in the current period shall meet the requirements that the undistributed profit of the company is positive and the distributable profit of the current period is positive. Therefore, the company will not carry out profit distribution in 2021, which is in line with the provisions of the articles of association.
2. In order to implement the relevant spirit of the letter on supporting Yunnan to carry out the pilot work of cross-border animal disease regionalization management in border areas jointly issued by the Ministry of agriculture, the Ministry of Commerce, the General Administration of customs and the General Administration of quality supervision, inspection and quarantine, the company carried out the construction project of beef cattle industry base in Ruili City, Dehong Prefecture and the breeding project of 500000 beef cattle in Myanmar, which passed the implementation of the pilot work of cross-border animal disease regionalization management, Standardize the market order of beef cattle import, effectively prevent the risk of overseas animal epidemic into China, and improve the added value of the industry and the profitability of the company through the development and implementation of beef cattle industry chain extension project.
The company held the 27th meeting of the sixth board of directors on January 15, 2019, the second extraordinary general meeting of shareholders in 2019 on February 1, 2019 and the third meeting of the sixth board of directors on February 27, 2020
At the 16th meeting, the second extraordinary general meeting of shareholders in 2020 was held on March 17, 2020, and relevant proposals such as non-public offering of shares were considered and approved. The total amount of funds raised by the company’s non-public offering of shares is expected to be no more than 2880 million yuan. On May 16, 2020, the private placement of the company’s China Myanmar cross-border beef cattle project was completed, and the net fund raised after deducting the issuance expenses was 15925675 million yuan.
Unit: 10000 yuan
Project name total investment of the main project to be implemented actual amount of funds raised
Kangrui farming and animal husbandry of 18516914850083000 breeding project, a wholly-owned subsidiary of Myanmar 500000 beef cattle company
Ruili penghe, a wholly-owned subsidiary of Ruili beef cattle industry company, 16033075395 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 0 base construction project
Supplementary working capital 1 Shenzhen Fountain Corporation(000005) 4256.75
Total 288 Xinjiang International Industry Co.Ltd(000159) 25675
There is a certain gap between the funds actually raised by the company’s private placement and the company’s fund-raising plan. In order to ensure the smooth implementation of the China Myanmar cross-border beef cattle project, the company will invest in the construction of the project with self raised funds.
3. The company’s China Myanmar cross-border beef cattle project has completed the basic layout of overseas beef cattle fattening and the trial production of domestic slaughtering capacity. However, due to the covid-19 epidemic and the fluctuation of political situation in Myanmar, the customs clearance process of China Myanmar beef cattle is slower than the company expected. Under the background of building a “green food brand” and vigorously developing the beef cattle industry in Yunnan Province, in order to ensure the healthy and rapid development of the company’s beef cattle business, the company introduces high-quality imported cattle from abroad through international animal husbandry importers, so as to quickly improve the control and supply capacity of domestic high-quality beef cattle and provide double insurance for the development of the company’s beef cattle industry. The company plans to introduce 1.2 million high-quality imported cattle from overseas in about five years, carry out localized breeding and propagation, and form a stock scale of 2.3 million and a marketing scale of 2 million per year, so as to provide guarantee for the cattle source required by the company’s future development and realize the development of the company’s whole beef cattle industry chain in Yunnan.
To sum up, in view of the negative undistributed profit of the company in 2021 and the above major investment plans and cash expenditures in 2022, according to the relevant provisions of the profit distribution policy in the articles of association and in combination with the actual needs of the company’s production and operation, the profit distribution plan of the company in 2021 is: no cash dividends, no bonus shares and no conversion of accumulation fund into share capital. In the future, the company will always pay attention to the return to investors in the form of cash dividends. In strict accordance with laws and regulations and the articles of association, the company will comprehensively consider various factors related to profit distribution, actively implement the company’s profit distribution system from the perspective of conducive to the development of the company and the return of investors, and share the achievements of the company’s development with the majority of investors.
3、 Opinions of independent directors
The independent directors of the company expressed independent opinions on the company’s profit distribution plan for 2021 and believed that the profit distribution plan for 2021 prepared by the board of directors of the company did not violate the relevant provisions of the company law of the people’s Republic of China and the articles of association, did not damage the interests of the shareholders of the company, especially the minority shareholders, and met the requirements of the normal operation and healthy development of the company. Agree to the profit distribution plan and submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
4、 Opinions of the board of supervisors
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..
It is hereby announced
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) board of directors April 28, 2022
