Securities code: Henan Huaying Agricultural Development Co.Ltd(002321) securities abbreviation: ST Huaying Announcement No.: 2022036 Henan Huaying Agricultural Development Co.Ltd(002321) announcement of the resolution of the 57th meeting of the sixth 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.
Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”) the 57th meeting of the sixth board of directors was held at the executive meeting room on the 16th floor of Huaying building, Huangchuan County, the headquarters of the company at 9 a.m. on April 28, 2022. The meeting was convened by Mr. Cao Jiafu, chairman of the company. The notice of the meeting was delivered to all directors, supervisors and senior managers by hand, fax and e-mail on April 18, 2022. Nine directors should attend the meeting and eight actually attended the meeting (including one director entrusted to attend the meeting, and Mr. Liang Xianping, the director, failed to attend the meeting in person due to official leave and authorized Mr. Wang Kaijiang, the director, to exercise voting rights on his behalf). The meeting was held by combining on-site voting and communication voting. The meeting was presided over by Chairman Cao Jiafu. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful consideration by the directors attending the meeting, the following proposals were considered and adopted at the meeting by a combination of on-site show of hands and communication voting:
1、 The 2021 work report of the board of directors of the company was reviewed and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
For the work report of the board of directors in 2021, see “section III, management discussion and analysis” in the annual report of the company in 2021.
The independent directors of the company, Mr. Zhu Huping, Mr. Wu Zongzhang and Mr. Ye Jinpeng, have 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 report on the work of independent directors in 2021 is disclosed on the same day on cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）Relevant contents on the website.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The 2021 general manager’s work report of the company was reviewed and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
3、 The 2021 annual report and summary of the company were reviewed and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
The company’s 2021 annual report is disclosed on cninfo.com, the designated information disclosure media of the company, for details（ http://www.cn.info.com.cn. ）Relevant contents on the; The summary of the company’s 2021 annual report is disclosed on the same day in China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant contents on the website.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The company’s 2021 annual financial statement was reviewed and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
The financial statements of the company in 2021 were audited by Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific Institute”) and issued an unqualified audit report with highlighted items. In 2021, the company realized an operating income of 31924578 million yuan, an increase of 2.14% over 31255562 million yuan in the previous year; The net profit was -2536057100 yuan, down 108.09% from -1218729100 yuan in the previous year; The net profit attributable to the parent company was -2538051800 yuan, down 121.89% from -1143854500 yuan in the previous year.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The company’s profit distribution plan for 2021 was reviewed and approved by 9 votes in favor, 0 against and 0 abstention;
According to the articles of association, the company’s profit distribution management system and other relevant regulations, the company’s net profit in 2021 is negative, and the undistributed profit is negative, which does not meet the dividend conditions. In order to ensure the normal production, operation and future development of the company, the board of directors of the company has proposed the following profit distribution plan for 2021: no cash dividend, no bonus shares, and no conversion of provident fund into share capital. The independent directors of the company checked the proposal and issued independent opinions, and the board of supervisors issued audit opinions.
For details of the special instructions on the proposed no profit distribution in 2021, please refer to cninfo.com, the information disclosure media designated by the company on the same day（ http://www.cn.info.com.cn. ）Relevant contents on the website.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved by 9 votes in favor, 0 votes against and 0 abstentions;
The special report on the deposit and actual use of raised funds in 2021 is disclosed on the same day in China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant contents on the website.
The assurance report on the annual deposit and actual use of Henan Huaying Agricultural Development Co.Ltd(002321) raised funds issued by Asia Pacific is disclosed on the same day on cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）Relevant contents on the website.
The independent directors of the company checked the proposal and issued independent opinions, and the board of supervisors issued audit opinions.
7、 The 2021 annual internal control self-evaluation report of the company was reviewed and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
For details of the self-evaluation report on internal control in 2021, please refer to cninfo.com, the information disclosure media designated by the company on the same day（ http://www.cn.info.com.cn. ）Relevant contents on the website. The independent directors of the company checked the proposal and issued independent opinions, and the board of supervisors issued audit opinions.
8、 The proposal on the proposed renewal of the accounting firm was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
Asia Pacific (Group) accounting firm (special general partnership) and its auditors completed the relevant audit work of the company with a rigorous, objective and fair working attitude when serving as the audit institution of the company in 2021.
After prior review by the audit committee of the company, the board of directors of the company decided and voted to renew the appointment of Asia Pacific (Group) accounting firm (special general partnership) as the annual audit accounting firm of the company in 2022, and authorized the management to negotiate the audit fees with it with reference to the standards of previous years and sign relevant agreements.
The announcement on the proposed renewal of the accounting firm was disclosed on the same day in the designated information disclosure media of the company, China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）Relevant contents on the website. The independent directors of the company issued prior approval opinions and agreed independent opinions on this matter, and the board of supervisors issued audit opinions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 With 9 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on supplementary confirmation of daily and other connected transactions in 2021 and expected daily connected transactions in 2022 was considered and adopted;
For details of the announcement on supplementary confirmation of daily and other related party transactions in 2021 and daily related party transactions expected in 2022, please refer to China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant contents on the website.
The independent directors of the company issued prior approval opinions and agreed independent opinions on this matter, and the board of supervisors issued audit opinions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the provision for asset impairment and scrapping of some assets in 2021 was considered and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
The provision for asset impairment and some asset scrapping of the company this time comply with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, reflect the principle of prudence and comply with the actual situation of the company. The provision for impairment of assets and the scrapping of some assets can more objectively and fairly reflect the company’s financial situation, asset value and operating results.
The independent directors of the company checked the proposal and issued independent opinions, and the board of supervisors issued audit opinions.
The announcement on the provision for impairment of assets and scrapping of some assets in 2021 is disclosed on the same day in the designated information disclosure media of the company, China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）Relevant contents on the website.
11、 With 9 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on applying for cancellation of delisting risk warning and other risk warnings caused by major shareholders’ occupation of funds and continuing to implement other risk warnings was considered and adopted;
For details of the announcement on applying for cancellation of delisting risk warning and other risk warnings caused by the occupation of funds by major shareholders and continuing to implement other risk warnings, please refer to China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on the same day Relevant contents on the website.
The independent directors of the company checked the proposal and issued independent opinions. 12、 With 9 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the company’s outstanding losses reaching one third of the total paid in share capital was deliberated and adopted;
According to the audit results issued by Asia Pacific, as of December 31, 2021, the undistributed profit in the company’s consolidated balance sheet was -336048 million yuan, the paid in share capital was 21328901 million yuan, and the amount of the company’s outstanding loss reached one third of the total paid in share capital. In accordance with the relevant provisions of the company law and the articles of association, the above matters shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The announcement on the company’s outstanding losses reaching one-third of the total paid in share capital is disclosed on the same day in China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）Relevant contents on the website.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on the election of non independent directors of the seventh board of directors was considered and adopted by 9 affirmative votes, 0 negative votes and 0 abstention votes;
Since the term of office of the sixth board of directors of the company has expired, in accordance with the company law, the articles of association and other relevant provisions, the controlling shareholder of the company, Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership), nominated Mr. Xu Shuijun, Mr. Zhang Yong, Mr. Chen Yaohua, Mr. Cheng Ningning, Mr. Zhao Yao and Ms. Sun Li as candidates for non independent directors of the seventh board of directors of the company (see Annex I for resume), The qualifications of the above candidates have been reviewed by the nomination committee of the board of directors of the company. After deliberation, the above candidates comply with relevant laws and regulations and the provisions of the articles of association, and agree to submit them to the 2021 annual general meeting of shareholders of the company for election.
The term of office of the directors of the seventh board of directors of the company shall be three years from the date of election and approval by the general meeting of shareholders. After the current director is elected, the total number of directors who concurrently serve as the company’s senior management and staff representatives in the board of directors shall not exceed one half of the total number of directors of the company.
Before the new director takes office, the members of the sixth board of directors shall continue to perform their duties in accordance with the provisions of relevant laws and regulations.
The independent directors expressed their independent opinions on the above matters.
This proposal needs to be elected by the cumulative voting system adopted at the 2021 annual general meeting of shareholders.
14、 The proposal on the election of independent directors of the seventh board of directors was considered and adopted by 9 affirmative votes, 0 negative votes and 0 abstention votes;
Since the term of office of the sixth board of directors of the company has expired, in accordance with the company law, the articles of association and other relevant provisions, the controlling shareholders of the company, Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership), nominated Mr. Ye Jinpeng, Mr. Wang Huohong and Ms. Zhang Rui as independent director candidates for the seventh board of directors of the company (see Annex I for resume), and the qualifications of the above candidates have been reviewed by the nomination committee of the board of directors of the company. After deliberation, the above candidates comply with relevant laws and regulations and the provisions of the articles of association, and agree to submit them to the 2021 annual general meeting of shareholders of the company for election. Mr. Wang Huohong and Ms. Zhang Rui have not obtained the qualification certificate of independent directors, and have promised to participate in the latest training on the qualification of independent directors organized by Shenzhen Stock Exchange.
According to the No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, the candidates for independent directors shall not vote until Shenzhen Stock Exchange has no objection to their qualification and independence.
Before the new director takes office, the members of the sixth board of directors shall continue to perform their duties in accordance with the provisions of relevant laws and regulations.
Independent directors have expressed their agreed independent opinions on the above matters; The board of directors of the company issued the statement of independent director nominees; The three candidates signed the declaration of candidates for independent directors respectively. See http / / www.cninfo.com for details（ http://www.cn.info.com.cn. ）。 This proposal needs to be elected by the cumulative voting system adopted at the 2021 annual general meeting of shareholders.
