Securities code: 600975 securities abbreviation: Hunan New Wellful Co.Ltd(600975) Announcement No.: 2022-004 Hunan New Wellful Co.Ltd(600975)
Announcement of resolutions of the 25th meeting of the 5th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of directors
The 25th meeting of the 5th board of directors of Hunan New Wellful Co.Ltd(600975) (hereinafter referred to as “the company” or ” Hunan New Wellful Co.Ltd(600975) “) was held by means of communication on Tuesday, January 25, 2022. There are 9 directors of the company and 9 actually voting directors. The convening procedures of the meeting shall comply with the provisions of the company law, the articles of association and other laws and regulations.
2、 Deliberations of the board meeting
According to the statistics of the voting votes of directors, the voting results of this meeting are as follows:
1. The proposal on investing in the establishment of Hunan modern cold chain logistics Holding Group Co., Ltd. and related party transactions is based on the overall requirements and development objectives in the 14th five year plan for cold chain logistics development issued by the general office of the State Council and the development plan of Hunan cold chain logistics industry (2020-2025), Hunan Modern Agricultural Industry Holding Group Co., Ltd. (hereinafter referred to as “modern agricultural group”), the indirect controlling shareholder of the company, and Hunan Xingxiang Capital Management Co., Ltd. (hereinafter referred to as “Xingxiang capital”), a wholly-owned subsidiary of Hunan Xingxiang Investment Holding Group Co., Ltd. (hereinafter referred to as “Xingxiang group”) Hunan Light Industry Salt Industry Group Co., Ltd. (hereinafter referred to as “light salt group”), Hunan state owned enterprise reform and development fund enterprise (limited partnership) (hereinafter referred to as “Hunan national reform fund”), Xinjiang Turpan Huozhou Fruit Industry Co., Ltd. (hereinafter referred to as “Huozhou fruit industry”) Hunan New Wellful Co.Ltd(600975) jointly funded the establishment of Hunan modern cold chain logistics Holding Group Co., Ltd. (tentative name, subject to industrial and commercial registration, hereinafter referred to as “modern cold chain logistics group”).
The establishment of modern cold chain logistics group jointly funded by the indirect controlling shareholder modern agriculture group of the company and its concerted action person Xingxiang capital, a wholly-owned subsidiary of Xingxiang group, and the non related party light salt group, Hunan national reform fund and Huozhou fruit industry will further realize the strategic development objectives of the company, promote the layout and development of the whole industrial chain, and realize the coordination and supporting of the industry. Modern cold chain logistics group plans to have a registered capital of 300 million yuan, of which modern agriculture group contributes 105 million yuan in cash, accounting for 35% of the total shares; Xingxiang capital contributed 60 million yuan in cash, accounting for 20% of the total shares; Hunan New Wellful Co.Ltd(600975) invested forty-eight million yuan in cash, accounting for 16% of the registered capital; Light salt group contributed 30 million yuan in cash, accounting for 10% of the registered capital; Hunan national reform fund contributed 30 million yuan in cash, accounting for 10% of the registered capital; Huozhou fruit industry invested 27 million yuan, accounting for 9% of the registered capital.
The company’s main business is pig breeding, pig slaughtering, meat sales and other businesses. At the same time, it has carried out a small number of cold chain transportation and cold chain storage businesses. In order to better focus on its main business, the company plans to invest in modern cold chain logistics group by means of equity participation, and agrees that modern agriculture group, the indirect controlling shareholder of the company, will take the lead in the establishment of modern cold chain logistics group. After participating in modern cold chain logistics group, the company will not engage in cold chain transportation, cold chain warehousing and other businesses outside the supporting cold chain transportation and cold chain warehousing for its own use, so as to avoid horizontal competition; At the same time, the company will make full use of the professional advantages of modern cold chain logistics group to further improve the supporting services of the company’s main business and reduce the logistics cost of the company’s main business.
Affiliated directors he Jun, Liu Yanshu, Zhu Yongsheng, Xiong Ying, Hu Jing and long Lin all avoided voting. The proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention. (for details, see Hunan New Wellful Co.Ltd(600975) announcement on the establishment of Hunan modern cold chain logistics Holding Group Co., Ltd. (tentative name) and related party transactions on the website of Shanghai Stock Exchange at www.sse.com.cn, Announcement No.: 2022-006). The independent directors of the company expressed their prior approval opinions and approved independent opinions.
It is hereby announced.
Hunan New Wellful Co.Ltd(600975) board of directors
January 26, 2022
