Hebei Yangyuan Zhihui Beverage Co.Ltd(603156)
2021 annual general meeting
Meeting materials
(Stock Code: Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) )
May, 2002
Hebei Yangyuan Zhihui Beverage Co.Ltd(603156)
List of materials for 2021 annual general meeting of shareholders
Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) 2021 annual general meeting of shareholders 2 Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) notes to the annual general meeting of shareholders in 2021 3 Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) 2021 annual general meeting agenda 4 (non cumulative voting proposal)
Proposal 1 proposal on the work report of the board of directors of the company in 2021 six
Proposal 2 proposal on the work report of the board of supervisors of the company in 2021 twelve
Proposal 3 proposal on the company’s 2021 annual financial statement report fifteen
Proposal 4 proposal on the company’s profit distribution plan for 2021 twenty
Proposal 5 proposal on 2021 annual report and summary twenty-one
Proposal 6 proposal on Directors’ allowance of the sixth board of directors of the company 22 proposal 7 proposal on the supervisor’s allowance of the sixth board of supervisors of the company 23 proposal 8 proposal on using some idle self owned funds for cash management twenty-four
Proposal 9 proposal on confirmation of audit fees in 2021 and renewal of the company’s audit institution in 2022 twenty-five
Proposal 10 proposal on Amending the articles of association and handling industrial and commercial registration and filing 26 proposal 11 proposal on Amending the rules of procedure of the general meeting of shareholders of the company 27 proposal 12 proposal on Amending the rules of procedure of the board of directors of the company 33 proposal 13 proposal on Amending the working system of independent directors of the company 38 proposal 14 proposal on Amending the company’s external guarantee management system 51 proposal 15 proposal on Amending the company’s management system for raised funds 61 (cumulative voting motion)
Proposal 16.00 proposal on the election of directors of the sixth board of directors of the company 66.16.01 election of Yao kuizhang as a director of the sixth board of directors of the company
16.02 election of fan Zhaolin as a director of the sixth board of directors of the company
16.03 election of Xing Shulan as a director of the sixth board of directors of the company
16.04 election of Deng Lifeng as a director of the sixth board of directors of the company
16.05 election of Xia Junxia as a director of the sixth board of directors of the company
16.06 election of Lu Min as a director of the sixth board of directors of the company
Proposal 17.00 proposal on the election of independent directors of the sixth board of directors of the company 69.17.01 election of Yang Xiaozhou as an independent director of the sixth board of directors of the company
17.02 election of Zhang Limei as an independent director of the sixth board of directors of the company
17.03 election of Jiang Lianzhou as an independent director of the sixth board of directors of the company
Proposal 18.00 proposal on the election of supervisors of the sixth board of supervisors of the company 71.18.01 election of Li Hongbing as shareholder representative supervisor of the sixth board of supervisors of the company
18.02 election of Huang Xinkuan as shareholder representative supervisor of the sixth board of supervisors of the company
Hebei Yangyuan Zhihui Beverage Co.Ltd(603156)
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of all shareholders of Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) (hereinafter referred to as “the company” or ” Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) “) and ensure the smooth convening of the 2021 annual general meeting of shareholders of the company, the instructions for this meeting are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the articles of association and the rules of procedure of the general meeting of shareholders of the company, All personnel attending the meeting shall carefully read and abide by:
1、 All attendees of this meeting shall earnestly perform their statutory duties on the principle of safeguarding the legitimate rights and interests of shareholders, ensuring the normal progress of the meeting and improving the efficiency of proceedings.
2、 Participants are requested to bring relevant certificates to the venue 15 minutes before the meeting, register their participation qualifications and sign in. Those who fail to provide valid certificates and sign in are not allowed to participate in on-site voting and speech.
3、 In order to ensure the seriousness and normal order of this meeting, the company has the right to refuse other people to enter the meeting except the shareholders (or shareholder representatives), directors, supervisors, director candidates, supervisor candidates, Secretary of the board of directors, senior managers, lawyers hired and personnel invited by the board of directors. The company has the right to take necessary measures to stop the acts of interfering with the order of the meeting, making trouble and infringing on the legitimate rights and interests of other shareholders, and report to relevant departments for investigation and punishment.
4、 Shareholders (or shareholders’ representatives) should consciously abide by the order of the venue. After entering the venue, please turn off your mobile phone or turn it to the vibration state. Personal recording, photographing and video recording are not allowed. No smoking and loud noise are allowed in the venue.
5、 When speaking at the general meeting, shareholders (or shareholders’ representatives) shall focus on the proposals considered at the meeting and be concise. Each shareholder (or shareholders’ representatives) shall not speak for more than five minutes. When speaking, they shall first report the amount of shares held by the company and the names of shareholders. The chairman may arrange the directors, supervisors and senior managers of the company to answer the questions of shareholders (or shareholders’ representatives). If the questions have nothing to do with the topics of the meeting or will reveal the company’s business secrets or may damage the common interests of the company and shareholders, the chairman of the meeting or the relevant persons designated by him have the right to refuse to answer. After the proposal voting starts, the general meeting will no longer arrange shareholders (or shareholders’ representatives) to speak.
6、 This meeting adopts the combination of on-site voting and online voting to vote item by item.
Hebei Yangyuan Zhihui Beverage Co.Ltd(603156)
Agenda of 2021 annual general meeting of shareholders
On site meeting time: 14:00, May 13, 2022 (Friday).
Online voting time: the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
Venue of the on-site meeting: the conference room on the fifth floor of Hebei Yangyuan Zhihui Beverage Co., Ltd. in the south of the Sixth Road of the new area in the North District of Hengshui economic development zone and in the west of Fuyang fourth road.
Moderator: Mr. Yao kuizhang, chairman. Agenda:
1、 Participants sign in;
2、 The moderator declared the meeting open;
3、 The chairman shall report to the general meeting the number of shareholders attending the on-site meeting and the number of shares represented by them;
4、 Read out the instructions for the 2021 annual general meeting of shareholders;
5、 Elect vote counters and scrutineers for on-site meetings;
6、 Read out the deliberation proposal of the general meeting of shareholders:
1. Proposal on the work report of the board of directors in 2021
2. Proposal on the work report of the board of supervisors in 2021
3. Proposal on the company’s 2021 annual financial statement report
4. Proposal on the company’s profit distribution plan for 2021
5. Proposal on annual report and summary of 2021
6. Proposal on director’s allowance of the sixth board of directors of the company
7. Proposal on supervisor’s allowance of the sixth board of supervisors of the company
8. Proposal on using some idle self owned funds for cash management
9. Proposal on confirming the audit fees in 2021 and renewing the appointment of the company’s audit institution in 202210. Proposal on Amending the articles of association and handling industrial and commercial registration and filing
11. Proposal on Amending the rules of procedure of the general meeting of shareholders of the company
12. Proposal on Amending the rules of procedure of the board of directors of the company
13. Proposal on Revising the working system of independent directors of the company
14. Proposal on Revising the company’s external guarantee management system
15. Proposal on Amending the company’s management system for raised funds
16. Proposal on electing directors of the sixth board of directors of the company
16.01 election of Yao kuizhang as a director of the sixth board of directors of the company
16.02 election of fan Zhaolin as a director of the sixth board of directors of the company
16.03 election of Xing Shulan as a director of the sixth board of directors of the company
16.04 election of Deng Lifeng as a director of the sixth board of directors of the company
16.05 election of Xia Junxia as a director of the sixth board of directors of the company
16.06 election of Lu Min as a director of the sixth board of directors of the company
17. Proposal on the election of independent directors of the sixth board of directors of the company
17.01. Election of Yang Xiaozhou as an independent director of the sixth board of directors of the company
17.02 election of Zhang Limei as independent director of the 6th board of directors of the company
17.03 election of Jiang Lianzhou as an independent director of the sixth board of directors of the company
18. Proposal on the election of supervisors of the sixth board of supervisors of the company
18.01. Elect Li Hongbing as the shareholder representative supervisor of the sixth board of supervisors of the company
18.02 election of Huang Xinkuan as shareholder representative supervisor of the sixth board of supervisors of the company
7、 Listen to the 2021 annual report of independent directors of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 23, 20222021 annual report of Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) independent directors disclosed;
8、 Shareholders discuss and consider proposals;
9、 Vote on the proposal by open ballot on site;
10、 Statistics of on-site voting results and online voting results;
11、 Read out the voting results;
12、 Witness the lawyer to read the legal opinion;
13、 Sign resolutions and minutes of the general meeting of shareholders;
14、 Declare the meeting closed.
Motion 1
Proposal on the work report of the board of directors in 2021
Dear shareholders and shareholder representatives
In 2021, the board of directors of Hebei Yangyuan Zhihui Beverage Co.Ltd(603156) (hereinafter referred to as “the company”) conscientiously performed the duties entrusted by the general meeting of shareholders in strict accordance with the company law, securities law and other laws and regulations, the articles of association and other relevant provisions, in order to effectively safeguard the interests of the company and shareholders’ rights and interests, constantly standardized operation and scientific decision-making, and actively promoted the development of various undertakings of the company. The work in 2021 is reported as follows:
1、 Operation of the company during the reporting period:
In 2021, the epidemic prevention and control across the country will be normalized, the health awareness, living habits and consumption concept of consumers will gradually change, and the national nutritional and health needs will show a trend of functionalization, diversification and personalization. Based on the in-depth analysis of the changes in the market and consumption environment, the company timely adjusted its enterprise development strategy and continuously consolidated its market position through a number of upgrading measures such as products, R & D and brands.
(I) operating performance of the company during the reporting period
Under the scope of merger, the company realized an operating revenue of 6905959200 yuan, an increase of 55.99% over the previous year; The operating profit was 2788043 million yuan, an increase of 41.27% over the previous year; The net profit (attributable to the parent company) was 2110817 million yuan, an increase of 33.78% over the previous year.
(II) review of key work during the reporting period
1. Insight into market demand and upgrade product structure
During the reporting period, the company comprehensively upgraded the original products in terms of brand vision system, product structure and product packaging, and continuously met the market consumption demand with brand-new brand symbols, packaging image and diversified and detailed product structure. While consolidating the brand strength of “six walnuts”, the company continues to build a series of high-end walnut drinks “six walnuts 2430” and launch new products such as “six walnuts · 30 days before the exam” and “six walnuts · Mengnong” to meet the consumption needs of different people and different scenarios. In view of the vegetable milk products generally concerned by consumers, the company closely followed the market demand, launched the company’s second-largest brand new product “Yangyuan vegetable milk”, and continued to overweight the vegetable milk track to provide consumers with another new nutritional choice to meet their healthier and more yuan consumption needs.
2. Integrate internal and external resources and establish industry authority
During the reporting period, the company jointly established the “China Walnut Industry Research Institute” with scientific research institutions such as Beijing University of technology and technology to accelerate the development and Application Research of walnut industry technology and guide the high-end development of walnut beverage industry. In order to standardize the development of the vegetable milk industry, the company also actively participated in the formulation of the national standard of walnut nut quality grade and the group standard of vegetable milk, so as to consolidate the industry position of the company. While making full use of external resources, the company also continues to strengthen its technical research strength, build an industry-leading and technologically advanced whole bean grinding production line, and apply Europe’s advanced plant milk production technology to enhance the company’s competitiveness in the plant milk industry with strong technical guarantee and quality management.
3. Build a sound matrix
During the reporting period, relying on the “CCTV brand power project” China Central Television communication resources, the company coordinated with the central broadcasting, high-speed railway, ladder media and major local satellite TV to create a brand communication pattern of “large advertising, high frequency and wide coverage”, continuously strengthen the recognition of brand value and highlight brand popularity. The company focuses on three marketing nodes to build an integrated communication system of “college entrance examination season”, “Mid Autumn Festival season” and “Spring Festival season”. Through product packaging, topic marketing, interactive marketing and other measures, the company actively communicates and interacts with consumers, enhances consumers’ trust and loyalty to the brand, and continuously empowers the brand.
The company will always keep up with the development pace of building a powerful manufacturing country, take high-quality development as the main line, take consumers as the center, focus on scientific research and innovation strategy and improve
