Securities code: Henan Kedi Dairy Co.Ltd(002770) securities abbreviation: ST Cody Announcement No.: 2022034 Henan Kedi Dairy Co.Ltd(002770)
Announcement of resolutions of the 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 Kedi Dairy Co.Ltd(002770) (hereinafter referred to as “the company”) sent the notice of the 17th meeting of the 4th board of directors by written fax, e-mail and personal service on April 19, 2022. The meeting was held in the conference room of the company at 9 a.m. on April 30, 2022. The meeting was presided over by Mr. Zhang Fenghua, director, chairman (Acting) and general manager of the company. The meeting was held in accordance with the company law of the people’s Republic of China and the Henan Kedi Dairy Co.Ltd(002770) articles of association. After deliberation and voting by the directors present at the meeting, the following resolutions were adopted:
1、 The 2021 general manager’s work report of the company was reviewed and approved.
Voting results: 6 in favor, 0 against and 0 abstention
2、 The work report of the board of directors of the company in 2021 was reviewed and approved, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Listen to the report on the work of independent directors of the company in 2021.
Voting results: 6 in favor, 0 against and 0 abstention.
4、 The company’s financial final accounts in 2021 and financial budget report in 2022 are reviewed and approved, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 6 in favor, 0 against and 0 abstention
5、 The proposal on the full text and summary of the company’s 2021 annual report was deliberated and passed, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 6 in favor, 0 against and 0 abstention
6、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
According to the articles of association and other relevant provisions, in view of the negative distributable profit of the company in 2021, in order to ensure the normal production and operation of the company and the sustainable and stable development in the future, the plan is as follows: in order to ensure the subsequent healthy, sustainable and stable development of the company, the company plans not to distribute cash dividends, bonus shares, convert capital reserve into share capital in 2021, and carry forward the undistributed profit to the next year. The undistributed profits of the company will be used for the operation and development of the company.
Independent directors express independent opinions: the company’s profit distribution plan for 2021 is made in view of the negative undistributed profit of the company in 2021, in order to ensure the normal production and operation of the company and the sustainable and stable development in the future, in line with relevant laws and regulations and the provisions of Henan Kedi Dairy Co.Ltd(002770) articles of association, and there is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal of the company’s profit distribution plan for 2021 formulated by the board of directors of the company.
Voting results: 6 in favor, 0 against and 0 abstention
7、 The proposal on the prediction of the company’s daily connected transactions in 2022 was reviewed and approved, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors approved the proposal in advance and expressed their independent opinions at the meeting as follows: the related party transactions in this proposal are carried out in accordance with the market principle, the price is fair, the relevant legal procedures have been performed, and there is no damage to the interests of the company and minority shareholders; During the deliberation of the proposal by the board of directors, the directors of related parties avoided voting, and the deliberation and voting procedures of the meeting were in line with the relevant provisions of the company law of the people’s Republic of China and the Henan Kedi Dairy Co.Ltd(002770) articles of association.
Related directors Zhang Fenghua and Wang Fuju avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention
8、 Deliberated and adopted the special note on internal control audit report on non-standard opinions
The board of directors will actively implement and improve various rectification measures. Establish a good internal control system with the company’s management. For details, please refer to the special instructions on internal control audit report with non-standard opinions disclosed by the company on the same day.
Voting results: 6 in favor, 0 against and 0 abstention
9、 The self-evaluation report on internal control of the company was reviewed and adopted.
Independent directors express independent opinions: after verification, the company has established a relatively perfect internal control system, but individual systems have not been effectively implemented. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
Voting results: 6 in favor, 0 against and 0 abstention
10、 The proposal on the full text and text of the company’s report for the first quarter of 2022 was deliberated and adopted.
Voting results: 6 in favor, 0 against and 0 abstention
11、 Deliberated and adopted the special note on audit report on non-standard opinions.
The board of directors will focus on the implementation of various work related to the company’s sustainable operation and work with the company’s management to ensure the healthy, stable and sustainable development of the company. For details, please refer to the special notes on audit report on non-standard opinions disclosed by the company on the same day.
Voting results: 6 in favor, 0 against and 0 abstention
It is hereby announced.
Henan Kedi Dairy Co.Ltd(002770) board of directors April 30, 2022
