Guangdong Yantang Dairy Co.Ltd(002732)
Securities code: 002732 securities abbreviation: Guangdong Yantang Dairy Co.Ltd(002732) Announcement No.: 2022-001 Guangdong Yantang Dairy Co.Ltd(002732)
Announcement of resolutions of the 16th meeting of the 4th 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.
1、 Meetings held
The notice of the 16th meeting of the Fourth Board of directors of Guangdong Yantang Dairy Co.Ltd(002732) (hereinafter referred to as “the company”) was sent on January 19, 2022 in the form of personal delivery and short message delivery. The meeting was held in the conference room on the fifth floor of the company in the afternoon of January 26, 2022 in the form of on-site communication. There are 8 directors of the company and 8 directors attended the meeting. Among them, non independent directors Mr. Shaoxia and Mr. Yang Wei attended the meeting by means of communication. The company’s supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Li Zhiping, chairman of the company. The notice, convening, convening, deliberation, voting and other procedures of the meeting met the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Guangdong Yantang Dairy Co.Ltd(002732) articles of association. The resolutions formed at the meeting were legal and effective.
2、 Deliberations of the meeting
After careful discussion, the attending directors formed the following resolutions:
1. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022;
According to the articles of association, related party transaction decision-making system and other relevant provisions of the company, combined with the actual situation of the company’s daily related party transactions in the past and the transaction intention in the future, the company has made a reasonable prediction for the daily related party transactions in 2022. The independent directors of the company have expressed their independent opinions agreed in advance on the expected situation.
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes; The related directors Li Zhiping, Xie Limin and Yang Wei involved in this proposal avoided the deliberation and voting of this proposal, and all non related Directors voted and unanimously agreed to pass this proposal.
Independent directors have expressed explicit approval opinions on this proposal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details, see the announcement on the forecast of daily connected transactions in 2022 issued by the company on cninfo.com on January 27, 2022.
2. Deliberated and adopted the “financial service agreement to be signed with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd.”
Guangdong Yantang Dairy Co.Ltd(002732)
Proposal on service agreement and related party transactions;
Due to the needs of production and operation, the company plans to sign a three-year financial service agreement with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd. (hereinafter referred to as the “finance company”). According to the financial services agreement, the finance company provides a series of financial services to the company and its holding subsidiaries within its business scope, including but not limited to loan services, deposit services, settlement services and other businesses approved by the Bank Of China Limited(601988) Insurance Regulatory Commission. The independent directors of the company have expressed independent opinions agreed in advance on this matter. Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes; The related directors Li Zhiping, Xie Limin and Yang Wei involved in this proposal avoided the deliberation and voting of this proposal, and all non related Directors voted and unanimously agreed to pass this proposal.
Independent directors have expressed explicit approval opinions on this proposal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
For details, please refer to the announcement on the proposed signing of financial service agreement and related party transactions with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd. published on cninfo.com on January 27, 2022.
3. Deliberated and passed the proposal on reviewing the risk assessment report of Guangdong Agricultural Reclamation Group Finance Co., Ltd;
The company checked the financial license, business license and other documents of Guangdong Agricultural Reclamation Group Finance Co., Ltd., reviewed the relevant capital verification report, assessed its business qualification, business and risk status, and issued the risk assessment report on Guangdong Agricultural Reclamation Group Finance Co., Ltd. The independent directors of the company have expressed independent opinions agreed in advance on this matter.
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes; The related directors Li Zhiping, Xie Limin and Yang Wei involved in this proposal avoided the deliberation and voting of this proposal, and all non related Directors voted and unanimously agreed to pass this proposal.
Independent directors have expressed explicit approval opinions on this proposal.
For details, please refer to the risk assessment report on Guangdong Agricultural Reclamation Group Finance Co., Ltd. published on cninfo.com on January 27, 2022.
4. Deliberated and passed the proposal on reviewing the risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd;
In order to effectively prevent, timely control and resolve the capital risks of the company and its holding subsidiaries in the deposit and loan business of Guangdong Agricultural Reclamation Group Finance Co., Ltd., and safeguard the interests of shareholders of listed companies, according to the Shenzhen Stock Exchange
Guangdong Yantang Dairy Co.Ltd(002732)
Formulate the risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd. The independent directors of the company have expressed independent opinions agreed in advance on this matter.
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes; The related directors Li Zhiping, Xie Limin and Yang Wei involved in this proposal avoided the deliberation and voting of this proposal, and all non related Directors voted and unanimously agreed to pass this proposal.
Independent directors have expressed explicit approval opinions on this proposal.
For details, please refer to the risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd. issued by the company on cninfo.com on January 27, 2022.
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The board of directors of the company is scheduled to convene the first extraordinary general meeting of shareholders in 2022 on February 14, 2022 to review the relevant proposals considered and adopted at the 16th meeting of the Fourth Board of directors and the 15th meeting of the Fourth Board of supervisors.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes; All Directors voted and unanimously approved the proposal.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 issued by the company on cninfo.com on January 27, 2022.
3、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of directors of the company;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced!
Guangdong Yantang Dairy Co.Ltd(002732) board of directors January 26, 2022
