Securities code: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022020 Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Announcement of resolutions of the 22nd Meeting of the 7th 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.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as “the company”) the 22nd Meeting of the seventh board of directors was notified to all directors by telephone and e-mail on April 24, 2022, and was held by means of communication voting on the morning of April 27, 2022. The meeting was presided over by Mr. Dong Yizhe, chairman of the company. There were 6 directors who should be present and 6 actual directors. Some supervisors 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 and the articles of association.
After careful deliberation, full discussion and item by item voting, the following proposals were considered and adopted at the meeting: 1. The annual report and summary of 2021 was considered and adopted by 6 votes in favor, 0 votes against and 0 abstentions
The board of Directors believes that the 2021 annual report and the 2021 annual report summary prepared by the company truly reflect the real situation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete.
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 annual report on the work of the board of directors in 2021 was considered and adopted with 6 affirmative votes, 0 negative votes and 0 abstention
See Section III, Part IV, main business analysis of the 2021 annual report for the specific contents of the 2021 annual report of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The 2021 annual report of independent directors was reviewed and adopted with 6 affirmative votes, 0 negative votes and 0 abstention votes
Mr. Huang Zemin, Mr. Jiang bailing and Mr. Wang Qishan, the seventh independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on April 28, 2022 Report on the work of independent directors in 2021.
4. The financial final accounts report for 2021 was reviewed and adopted with 6 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.
5. The proposal on the prediction of related party transactions in 2022 was considered and adopted by 4 votes in favor, 0 against and 0 abstention, and the related directors Mr. Dong Yizhe and Mr. Yan Dongming avoided voting
The board of directors agrees that the company has daily related party transactions with related parties theland 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., Shanghai Pengdu Real Estate Development Co., Ltd. and Shanghai Pengxin (Group) Co., Ltd, Accept 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 the prediction of related party transactions of the company in 2022 (Announcement No.: 2022023).
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. With 6 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the prediction of external guarantee in 2022 was considered and adopted
The company and its subsidiaries are expected to be Shanghai julianeng Trading Co., Ltd., Dakang international trade (Hong Kong) Co., Ltd., Yunnan Chuncheng Agricultural Development Co., Ltd., Ruili penghe Agricultural Food Development Co., Ltd., Shanghai Xinsheng International Trade Co., Ltd., Anhui Anxin (Woyang) animal husbandry Co., Ltd., Guangxi Anxin animal husbandry Co., Ltd., Bachu Anxin animal husbandry Co., Ltd Tumushuke Anxin animal husbandry Co., Ltd., DKBA participa çõ es LTDA
.A.、Fiagril Ltda. Providing a guarantee amount of no more than 11.15 billion yuan is the need of the operation and development of the subsidiary, which is in line with the interests of the company and all shareholders. The guaranteed objects are the holding subsidiaries of the company, with normal production and operation and controllable guarantee risk.
Fiagril LTDA, the holding subsidiary of the company It is expected to provide 131 million guarantees for cianport in 2022. Shanghai Pengxin (Group) Co., Ltd. has issued a letter of commitment for the above guarantees, and the above guarantee risks are controllable. 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).
Independent directors have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The plan for profit distribution in 2021 was considered and adopted by 6 votes in favor, 0 against and 0 abstention
According to the standard unqualified audit report (zxhsz (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.
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).
Independent directors have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The 2021 internal control evaluation report was reviewed and adopted by 6 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.
Independent directors have expressed their independent opinions on this proposal.
9. 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 6 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.
In combination 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 payment), of which the allowance received by each independent director is 120000 Yuan before tax and the special allowance of 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.
Independent directors have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation
10. The proposal on carrying out hedging business was considered and adopted by 6 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, and in combination with the actual needs of the company’s business development, the company and its subsidiaries are agreed to continue to carry out commodity futures, exchange rate and interest rate hedging business in 2022. At the same time, the chairman of the company or his authorized person is authorized to be responsible for the specific implementation of hedging business and sign relevant documents.
The company has issued the feasibility analysis report on carrying out hedging business in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the management system of commodity futures hedging business.
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).
Independent directors have expressed their independent opinions on this proposal.
11. The special report on the deposit and use of raised funds in 2021 was considered and adopted by 6 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 China Securities Regulatory Commission, the China Securities Regulatory Commission and the Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal use of the raised funds, and there is no 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). Independent directors have expressed their independent opinions on this proposal.
12. The special notes on securities investment in 2021 was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention votes
The company strictly complies with the provisions of the internal control system for securities investment; 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 notes on securities investment in 2021.
Independent directors have expressed their independent opinions on this proposal.
13. The proposal on the extension of investment projects with raised funds was deliberated and adopted by 6 affirmative votes, 0 negative votes and 0 abstention votes
The company plans to extend the “Myanmar 500000 beef cattle breeding project” and “Ruili beef cattle industry base construction project” to may 2023.
The board of Directors believes that the postponement of this raised capital investment project (hereinafter referred to as “raised capital investment project”) is a prudent decision made by the company according to the actual situation of the project construction progress and fully considering the impact of the political situation fluctuation in Myanmar and covid-19 epidemic on the project construction. This matter only involves the change of project construction progress, without adjusting the implementation subject, total investment and fund purpose of the raised investment project, and there is no change or disguised change in the investment direction of the 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).
Independent directors have expressed their independent opinions on this proposal.
14. The proposal on renewing the appointment of audit institutions in 2022 was considered and adopted by 6 votes in favor, 0 against and 0 abstention
Zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongxinghua certified public accountants”) 20
