Stock code: 003017 Stock abbreviation: Dayang Bio Announcement number: 2021-033
1. Important Notice
The summary of this annual report is from the full text of the annual report, in order to fully understand the company's operating results, financial position and future development plans, investors should go to the media designated by the CSRC to read the full text of the annual report carefully.
All Directors attended the Board meeting at which this report was considered
Tips for non-standard audit opinions
□ Applicable √ Not applicable
The Board of Directors considers the plan for the distribution of profits from ordinary shares for the reporting period or the plan for the conversion of provident fund into equity capital
√ Applicable □ Not applicable
Whether to convert the provident fund into equity capital
□ Yes √ No
The company's common stock profit distribution plan approved by the board of directors is: based on 60,000,000 shares, a cash dividend of 6 yuan (including tax) will be distributed to all shareholders for every 10 shares, and 0 shares (including tax) will be sent to dividend shares, and the share capital will not be converted into a provident fund.
The Board of Directors approved a plan for the distribution of preferred stock profits for the reporting period
Second, the basic situation of the company
1. Company Profile
2. Brief introduction of the main business or product in the reporting period
(1) The main business engaged in by the company during the reporting period
The company is a professional chemical raw material manufacturing enterprise, mainly engaged in the production and sales of inorganic salts, veterinary APIs and other chemical raw materials. The company adheres to the business philosophy of "green development, quality first, contract spirit, and win-win", takes market demand as the guide, safety and environmental protection as the cornerstone, technological innovation as the driving force, based on existing advantageous products, strengthens the development of new products, and forms an industrial pattern of "one body and two wings" for the common development of potash salt, veterinary drugs and fluorine chemicals.
1) Potassium carbonate, potassium bicarbonate
The company's main product potassium carbonate belongs to the basic chemical raw materials, the downstream application field is very broad, covering glass, pesticides, medicine, food, chemicals, fertilizers, dyes, ceramics and many other fields, involving all aspects of people's lives, is an indispensable means of production. The light potassium carbonate produced by the company can be used for all customers who use potassium carbonate, but because of its small bulk density, large surface area, fast dissolution speed, and significant improvement in the yield and quality of the final product, it is mainly used in high-end fields such as pesticides, food and medicine, and in the past 15 years, the fastest growth in dosage is in these areas. Moreover, consumption continues to grow, and the market prospects are broad. The company's ion exchange method low-temperature self-carbonation production of potassium carbonate project was identified by the Ministry of Science and Technology as "National Torch Plan Industrialization Demonstration Project" and "Production of Ammonium Chloride Technology Using Ammonia Nitrogen Wastewater Treatment Technology" and was listed by the National Development and Reform Commission as a "High-tech Industrialization Demonstration Project" for promotion. The company's self-developed closed-circuit circulation technology for the whole process of potassium carbonate production of industrial water has paved the way for the company's sustainable development.
Potassium bicarbonate is mainly used in the field of baking, acidity regulator instead of sodium bicarbonate, followed by the application of animal husbandry, pulp treatment, fire extinguishers and so on. With the emphasis on dietary health, potassium and sodium balance is becoming more and more concerned, and consumption will continue to grow. In addition, the downstream agriculture and animal husbandry and other market applications continue to expand, and the market demand shows a rapid growth trend. Due to the company's ion exchange method to produce potassium bicarbonate compared with the ion membrane electrolysis method has a natural cost advantage, and become the main provider of potassium bicarbonate market.
In June 2020, the company began to implement one of the fundraising projects, the "25,000 tons per year potassium carbonate and 15,000 tons of potassium bicarbonate project", with the release of new production capacity, to a certain extent, the bottleneck of production capacity was alleviated, and the company's leading position in the industry was further consolidated. The company produces light potassium carbonate with complete specifications, and can be customized according to the different requirements of customers, providing support for customers to improve production efficiency and product yield.
2) Amphetine hydrochloride
Ampheline hydrochloride is an animal anticoccidial drug widely used on the market, mainly used for preventive treatment in poultry farming. It has a good effect and a small amount of residue, and is mainly used in poultry, cattle, sheep and other animals. At present, the main consumer markets are in Europe, the United States and other regions.
Due to the complex production process of ampaloline hydrochloride, high technical requirements, and the sales market is mainly distributed in developed countries, customers have strict requirements for suppliers, coupled with qualification approval and other factors, the production and operation of the product has certain technical and trade barriers, at present, only the United States Huibao and my company are in production, the United States Huibao mainly focuses on Europe, the United States and other markets, ranking first in the global market share. Although the company started late, through effectively grasping the opportunity of global economic integration and the rapid development of animal husbandry, after years of efforts and its own technology accumulation, it has a number of invention patents and has been identified as the "National Torch Plan Industrialization Demonstration Project". The products have passed the REACH certification of the European Union and the FDA certification of the United States, and the products are sold to the high-end markets in Europe and the United States, breaking the monopoly pattern of Huibao in the United States. With the continuous advancement of technology and the optimization and improvement of product quality, the company's products have gradually been recognized by downstream customers, and the market share has been consolidated.
With the solidification of domestic large-scale breeding and centralized breeding models, the demand for domestic market has increased significantly.
3) Fluorine-containing fine chemicals
During the reporting period, the company's production of fluorine-containing fine chemicals is mainly 2-chloro-6-fluorobenzaldehyde, which can be used for the synthesis of raw materials such as plant growth regulators, and is currently mainly used for the synthesis of pharmaceutical antibiotics, which is the upstream raw material of the antibiotic drug flucloxacillin.
(2) Main products and uses
3. Main accounting data and financial indicators
(1) The main accounting data and financial indicators in the past three years
Whether the company is required to retroactively adjust or restate previous year's accounting data
Unit: Meta
(2) Quarterly main accounting data
Whether the above financial indicators or their combined totals are materially different from the relevant financial indicators of the Company's disclosed quarterly reports and semi-annual reports
4. Share capital and shareholders
(1) A table of the number of common shareholders and preferred shareholders whose voting rights have been restored and the shareholdings of the top 10 shareholders
Unit: Shares
(2) The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders
There were no preferred shareholders' holdings during the Company's reporting period.
(3) Disclose the property rights and control relationship between the company and the actual controller in the form of a block diagram
As of December 31, 2020, the actual controller Chen Yanggui directly held 5,317,261 shares of the company, with a shareholding ratio of 8.86%, the actual controller Chen Xujun held 330,174 shares of the company, with a shareholding ratio of 0.55%, and Chen Yanggui and Chen Xujun directly held 9.41% of the company's shares. According to the Concerted Action Agreement signed by Chen Rongfang, Chen Xujun, Zeng Shaoping, Wang Xianyu, Qiu Yongsheng, Tu Yongfu, Guan Weijun, Hao Bingyan and Chen Yanggui, Chen Yanggui and Chen Xujun jointly control 26.82% of the company's shares.
5. Corporate bonds
Whether the Company has a public offering and is listed on a stock exchange and has not matured or failed to pay in full on the date of approval of the annual report
not
Third, the business situation is discussed and analyzed
1. Brief introduction of the business situation in the reporting period
In 2020, under the leadership of the board of directors, all employees of the company comprehensively guided the company's various work in accordance with the established policy of "consolidating the foundation, making profits, green development, and standardizing operation", and resumed work and production in a timely manner while fighting the epidemic, maintaining the stable growth of the company's operating performance. The company's shares were successfully listed on the Shenzhen Stock Exchange, and the financing was completed with the help of the capital market, which further enhanced the company's ability to cope with risks.
(1) Business results
During the reporting period, the company achieved operating income of 678.3351 million yuan, an increase of 9.10% over the same period of the previous year, operating profit of 101.7113 million yuan, an increase of 16.77% over the same period of the previous year, and net profit attributable to shareholders of listed companies of 91.606 million yuan, an increase of 15.23% over the same period of the previous year.
During the reporting period, the financial position continued to improve. The company's total assets at the end of the year were 1,228.801 million yuan, an increase of 90.33% over the beginning of the period of 645.6004 million yuan. At the end of the year, the company's owner's equity was 958.1303 million yuan, an increase of 92.36% from 498.0864 million yuan at the beginning of the period.
The consolidated caliber asset-liability ratio decreased from 22.85% in the previous year to 22.03%, and the company's short-term solvency was further enhanced; the net assets per share attributable to the shareholders of the listed company increased from 11.07 yuan in the previous year to 15.97 yuan, an increase of 44.26%.
(2) Capacity improvement
During the reporting period, production, technology, equipment, quality control and other departments worked together to strengthen the implementation of the plan, strive to maintain production stability, ensure the successful completion of the annual task objectives, and the output of major products hit a record high.
During the reporting period, one of the company's investment projects, the "25,000 tons per year potassium carbonate and 15,000 tons of potassium bicarbonate project", has been implemented in stages on the basis of the original production line since June 2020. The annual production capacity of potassium carbonate has been increased by filling in the supplementary formula by 12,000 tons (the effective production capacity of 0.5 million tons during the reporting period) and other co-product production capacity, the comprehensive production capacity of potassium carbonate (including equivalent potassium bicarbonate) has reached 77,000 tons (the effective capacity of the reporting period is 70,000 tons), and the leading position in the industry has been further consolidated; the construction of the subsidiary Fujian Shunyue "1500 tons per year 2-chloro-6-fluorobenzaldehyde and other fluoro-aromatic hydrocarbon series products" has been completed and entered the trial production stage at the end of the year.
(3) Market expansion
During the reporting period, the sales team relied on the company's industry brand, firmly grasped the opportunity of the expansion of the main product application field and the increase in consumption, overcame the difficulties of inconvenient travel during the epidemic, strengthened market services, flexible marketing strategies, and maintained a steady increase in sales of various products.
(4) Technology research and development
During the reporting period, the company continued to invest in research and development funds to promote green development. The total investment in R&D funds in the whole year was 22.33 million yuan, and 8 projects for the record of the Municipal Science and Technology Bureau were completed throughout the year, and 2 national invention patents, 1 utility model patent and 1 new national invention patent were applied for. The company's independent development of the use of by-product sodium methyl sulfate synthesis of anisole technology, potassium carbonate production of circulating water treatment and comprehensive utilization technology, ammonium chloride, sulfuric acid instead of phosphorus oxychloride preparation of hydrogen chloride technology, and ammonium chloride evaporation condensate ammonia concentration technology and other technologies in the application of production, effectively promote the company's innovation-driven, green development.
During the reporting period, the company successfully passed the re-identification of the high-tech enterprise certificate at the expiration of the validity period.
(5) Information management
The company takes the financial management information construction as the entry point to strengthen and improve the management level of the enterprise, maintains the normal operation of the ERP system, standardizes the maintenance of basic files such as sales customers, suppliers, material coding, etc., standardizes the operation of capital flow, material flow and information flow, ensures the standardization and efficiency of financial management, and also plays a good supporting role for the standardized operation of the company after listing.
(6) Talent vitality
The company adheres to the core values of "striving for hard work, pioneering and innovating, pursuing excellence, and sharing with each other", improves the company's salary and welfare system, optimizes performance appraisal methods, stimulates employees' enthusiasm for work, and further improves the ability to gather talents. Through the recruitment of college students, the introduction of experienced talents in the industry, to supplement the development of the urgent need for talent shortcomings; at the same time, through internal training, continue to let young talents go to the center of the stage of the business unit and assume heavy responsibilities. This not only stimulates the vitality of the organization, but also drives the company's learning atmosphere, and employees are enthusiastically enrolled in college classes. A positive and positive atmosphere has been formed.
(7) Successful listing
On October 26, 2020, the company's shares were officially listed on the small and medium-sized board of the Shenzhen Stock Exchange, marking the company's successful landing on the domestic capital market. The Company issued 15 million RMB ordinary shares (A shares) to the public for the first time, the issue price was RMB 28.85 per share, the total amount of funds raised was RMB433 million, and after deducting the issuance fee (excluding VAT) of RMB50.0531 million, the actual net proceeds raised were RMB383 million. After the offering, the registered capital of the company was changed from RMB45 million to RMB60 million. In the future, the company will take the A-share listing as an opportunity to use the power of the capital market to promote the company's development to a new level.
(8) Social responsibility
While actively responding to the government's epidemic prevention work, the company sent care to the frontline staff of the regional government departments, donated urgently needed materials, and also donated 500,000 yuan to the Jiande Charity Federation, and the majority of party members and employees also spontaneously organized donation activities. Gather salaries into torches and watch over each other. Highlights the company's social responsibility.
(9) The spirit of model workers
In 2020, Wang Guoping, director of the company's R&D center, was awarded the honorary title of "National Model Worker" by the Party Central Committee and the State Council. This is the crystallization of the company's dedication, excellence, unremitting innovation and pioneering spirit for more than 40 years. The spirit of labor model has become an example to motivate the company's employees to be positive and be a solid craftsman.
2. Whether there are major changes in the main business during the reporting period
3. Products that account for more than 10% of the company's main business income or main business profits
4. Whether there are seasonal or cyclical characteristics of the operation that require special attention
5. An explanation of the operating income, operating costs, total net profit attributable to the common shareholders of the listed company during the reporting period or constituting a material change compared with the previous reporting period
During the reporting period, the company achieved operating income of 678.3351 million yuan, an increase of 9.10% over the same period of the previous year; operating costs of 512.648 million yuan, an increase of 10.13% over the same period of the previous year, mainly including sales freight in the reporting period; and achieved a net profit attributable to shareholders of listed companies of 91.606 million yuan, an increase of 15.23% over the same period of the previous year.
6. Facing delisting
7. Matters related to financial reporting
(1) A description of changes in accounting policies, accounting estimates, and accounting methods compared to the previous year's financial report
In July 2017, the Ministry of Finance issued the revised Accounting Standard for Business Enterprises No. 14 - Revenue (Cai Hui [2017] No. 22) (hereinafter referred to as the "New Revenue Standard"), which requires enterprises listed both domestically and overseas and enterprises listed overseas and using IFRS or accounting standards for business enterprises to prepare financial reports from 1 January 2018, and other domestic listed enterprises to implement them from 1 January 2020. The Group implemented the relevant accounting requirements in the preparation of the 2020 annual financial statements.
The Group's implementation of the new revenue standard from 2020 onwards adjusts the implementation of the relevant items in the financial statements at the beginning of the current year
Consolidated balance sheet adjustments
Statement of Consolidated Balance Sheet Adjustments:
The impact of the Group's implementation of the new revenue standard on the consolidated financial statements at the beginning of the year is only the reclassification of liabilities, and has no impact on the total assets, total liabilities and total net assets of the Group's consolidated financial statements at the beginning of the year.
Balance sheet adjustments of the parent company
Parent company balance sheet adjustment statement statement statement:
The impact of the Company's implementation of the new revenue standard on the consolidated financial statements at the beginning of the year is only the reclassification of liabilities, and has no impact on the total assets, total liabilities and total net assets of the Group's consolidated financial statements at the beginning of the year.
(2) A description of the situation in which the correction of material accounting errors occurred during the reporting period and needed to be restated retrospectively
There were no material accounting error corrections requiring retrospective restatement during the Company's reporting period.
(3) A description of the changes in the scope of the consolidated statements compared to the previous year's financial report
There were no changes in the scope of the consolidated statements during the Company's reporting period.
Stock code: 003017 Stock abbreviation: Dayang Bio Announcement number: 2021-024
Zhejiang Dayang Biotechnology Group Co., Ltd
Announcement of the resolution of the twenty-fourth meeting of the fourth board of directors
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
1. The convening of the board of directors meeting
The 24th meeting of the 4th Board of Directors of Zhejiang Dayang Biotechnology Group Co., Ltd. (hereinafter referred to as "the Company" or "the Company") was held on April 22, 2021 in the form of a combination of on-site and communication, and the notice of the meeting was sent in writing or by email on April 12, 2021. The meeting was presided over by Mr. Chen Yanggui, the chairman of the company, and 9 directors should attend the meeting, 9 directors actually attended, and the company's supervisors and senior management attended the meeting. The notification, convocation and convening of this meeting conform to the relevant provisions of the Company Law and other relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Company, and are legal and valid.
2. Deliberations of the board of directors meeting
The meeting, after a vote, unanimously passed the following motions:
(I) Deliberate and pass the "Proposal on the > of the 2020 Annual General Manager Work Report of < Company"
1. Content of the proposal: In accordance with the relevant laws, regulations and the provisions of the Articles of Association, the general manager of the company shall make the "2020 Annual General Manager Work Report".
2. Voting result of the motion: 9 votes in favor; 0 votes against; 0 abstentions.
(2) Deliberate and pass the "Proposal on the > of the 2020 Annual Report of the Board of Directors of the < Company";
1. Content of the proposal: In accordance with the relevant laws, regulations and the provisions of the Articles of Association, the chairman of the board of directors of the company shall report on the work of 2020 on behalf of the board of directors. The independent directors of the Company, Zhang Fuli, Zhang Qunhua and Shen Menghui, respectively submitted the "2020 Annual Report of Independent Directors" to the Board of Directors, and will hold the above positions at the 2020 Annual General Meeting of Shareholders.
For details, please refer to the "2020 Annual Report of the Board of Directors" and the "2020 Annual Report of independent directors" disclosed by the Company on the Juchao Information Network (http://www.cninfo.com.cn) on the same day.
3. The proposal has yet to be submitted to the 2020 Annual General Meeting of Shareholders for consideration.
(3) Deliberate and adopt the "Proposal on the 2020 Annual Report and Its Summary";
1. Contents of the proposal: In accordance with the relevant provisions of laws and regulations, the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and the relevant requirements of the Articles of Association, the Company has prepared the 2020 Annual Report and the 2020 Annual Report Summary.
For details, please refer to the 2020 Annual Report disclosed on the company's Juchao Information Network (http://www.cninfo.com.cn) on the same day and the 2020 Annual Report Summary disclosed on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn).
(4) Deliberate and pass the "Proposal on the Forecast of Daily Related Party Transactions in 2021"
1. Contents of the proposal: In accordance with the relevant laws and regulations of the Articles of Association and the Company Law and the relevant provisions of the SZSE Stock Exchange, combined with the daily operating needs of the company and its subsidiaries in 2021, the company has made reasonable estimates of related party transactions. The estimated cumulative amount of daily related party transactions in 2021 shall not exceed RMB2.205 million.
For details, please refer to the "Announcement on the Expected Daily Related Party Transactions in 2021" disclosed by the Company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn). The independent directors of the Company have expressly agreed to the prior approval and independent opinion on the matter.
2. Voting result of the motion: 3 votes in favor; 0 votes against; 0 abstentions.
3. Recusal from voting: This proposal involves related party transactions, and when considering this proposal, the affiliated directors Chen Yanggui, Wang Xianyu, Tu Yongfu, Qiu Yongsheng, Guan Weijun and Hao Bingyan recused themselves from voting.
(5) Deliberate and pass the "Proposal on the > of the 2020 Annual Financial Final Accounts Report of the < Company"
1. Contents of the proposal: Zhonghui Certified Public Accountants (Special General Partnership) audited the company's 2020 financial statements, and issued an unqualified audit report of Zhonghui Huihui [2021] No. 2189 standard, and the company made final accounts and reported on the company's 2020 annual financial statements based on the audited 2020 annual financial report.
For details, please refer to the "Company's 2020 Annual Financial Final Account Report" disclosed on the company's Juchao Information Network (http://www.cninfo.com.cn) on the same day.
(VI) Deliberate and pass the "Proposal on the > of the 2021 Annual Financial Budget Report of the < Company"
1. Contents of the proposal: The company aims for sustainable and stable development, focuses on enhancing competitiveness, prepares the 2021 financial budget report based on the 2021 business plan, and based on the audited 2020 annual financial report.
For details, please refer to the company's 2021 annual financial budget report disclosed on the company's juchao information network (http://www.cninfo.com.cn) on the same day.
(VII) Deliberate and pass the "Proposal on Carrying Out Financial Derivatives Trading Business in 2021"
1. Contents of the proposal: According to the amount of the company's future product export business and the principle of prudence, the company intends to carry out financial derivatives business with its own funds in 2021 with a total amount of not more than RMB90 million (including the principal amount) or the equivalent amount of RMB. The board of directors authorizes the general manager of the company or the general manager to entrust relevant personnel to carry out relevant transactions within the above amount and period, and sign contracts and other relevant legal documents under the above transactions.
For details, please refer to the "Announcement on Carrying Out Financial Derivatives Trading Business in 2021" disclosed by the company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn). The independent directors of the Company have expressed an independent opinion with the explicit consent of the Company on the matter.
(VIII) Deliberate and pass the "Proposal on the Special Report on the Deposit and Use of Funds Raised by < Companies in 2020>
1. Contents of the proposal: In accordance with the relevant provisions of the Shenzhen Stock Exchange's "Measures for the Administration of Funds Raised by Listed Companies on the Shenzhen Stock Exchange" and the "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange (Revised in 2020)" and the China Securities Regulatory Commission's "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", the Company prepares a special report on the deposit and use of funds raised in 2020.
For details, please refer to the "Special Report on the Deposit and Use of Raised Funds of the Company in 2020" disclosed by the Company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn).
(IX) Deliberate and pass the "Proposal on the > of the 2020 Internal Control Self-Evaluation Report of the < Company"
1. Contents of the proposal: The company conducted a comprehensive inspection of the internal control situation in accordance with the requirements of relevant laws, regulations and company rules and regulations such as the Company Law, the Securities Law, the Governance Code for Listed Companies and the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange (Revised in 2020), and on the basis of consulting the company's various management systems and understanding the work done by the company's relevant units and departments in terms of internal control, The effectiveness of the Company's internal control as of December 31, 2020 (the base date of the internal control evaluation report) was evaluated, and the Company's 2020 Internal Control Self-Evaluation Report was prepared.
For details, please refer to the "Company's 2020 Internal Control Self-Evaluation Report" disclosed on the company's Juchao Information Network (http://www.cninfo.com.cn) on the same day.
(10) Deliberate and pass the "Proposal on the Renewal of the Company's 2021 Annual Auditor"
1. Contents of the proposal: Zhonghui Certified Public Accountants (Special General Partnership), as the company's auditing institution, has the professional and professional qualifications required to perform the relevant audit business, works diligently and conscientiously, audits the company in strict accordance with the current laws and regulations, is familiar with the company's business, shows a high professional level, in view of the good cooperation between the two parties, in order to maintain the continuity of the company's audit work, renews Zhonghui Accounting Firm (special general partnership) as the company's 2021 annual audit institution, the appointment period is one year, The audit fee was 800,000 yuan.
For details, please refer to the "Announcement on the Renewal of the Company's 2021 Annual Auditor" disclosed in the Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn) on the same day. The independent directors of the Company have expressly agreed to the prior approval and independent opinion on the matter.
(11) Deliberate and pass the "Proposal on the 2020 Annual Profit Distribution Plan"
1. Contents of the proposal:
According to the standard unqualified opinion audit report issued by Zhonghui Certified Public Accountants (Special General Partnership) (Zhonghui Huihui [2021] No. 2189), the net profit attributable to the shareholders of the listed company in 2020 was 66.3412 million yuan, the withdrawal of surplus reserve was 6.6341 million yuan, plus the undistributed profit at the beginning of the year was 166.1059 million yuan, minus the profit distribution of 13.50 million yuan in 2019, as of December 31, 2020. Profit available for distribution to all shareholders was CNY 212.3129 million.
The Company intends to pay a cash dividend of RMB6.00 (including tax) for every 10 shares on the basis of the existing total share capital of 60,000,000 shares, with a total cash dividend of RMB36,000,000.00 (including tax), no bonus shares, and the remaining undistributed profits carried forward to future years. There will be no conversion of capital reserve funds into equity capital during the year.
If the total share capital of the company changes due to reasons such as convertible debt-to-equity swap, share repurchase, exercise of equity incentives, listing of new shares in refinancing, etc., after the disclosure of this plan and the implementation of the equity distribution record date, the total amount of distribution will be adjusted in accordance with the principle of unchanged distribution ratio.
For details, please refer to the "Announcement on the 2020 Profit Distribution Plan" disclosed by the company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn). The independent directors of the Company have expressed an independent opinion with the explicit consent of the Company on the matter.
(XII) Deliberate and pass the "Proposal on Changes in Accounting Policies"
1. Contents of the proposal: On December 7, 2018, the Ministry of Finance of the People's Republic of China issued the Notice on Amending and Issuing < Accounting Standard for Business Enterprises No. 21 - Lease > (Cai Hui [2018] No. 35) (hereinafter referred to as the "New Lease Standard"), in accordance with the requirements of the above notice, the Company implemented the new lease standard from January 1, 2021, and made corresponding changes to the relevant accounting policies originally adopted.
For details, please refer to the Announcement on Accounting Policy Changes disclosed by the Company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn). The independent directors of the Company have expressed an independent opinion with the explicit consent of the Company on the matter.
(13) Deliberate and pass the "Proposal on Confirming the Remuneration of Directors, Supervisors and Senior Management of the Company in 2020"
1. Content of the proposal: According to the relevant assessment of the company's salary management regulations and the "Measures for the Annual Salary Appraisal of Senior Executives", the remuneration of the company's directors, supervisors and senior management personnel in 2020 is now confirmed. The independent directors of the Company have expressed an independent opinion with the explicit consent of the Company on the matter.
(14) Deliberate and pass the "Proposal on Amending the > of the Administrative Measures for Information Disclosure of < Companies"
1. Contents of the proposal: On March 18, 2021, the China Securities Regulatory Commission issued the Administrative Measures for Information Disclosure of Listed Companies (Order No. 182), which amended the relevant provisions of the Administrative Measures for Information Disclosure of Companies in accordance with the Company Law, the Securities Law, the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange (Revised in 2020) and the Articles of Association of the Company, combined with the actual situation of the company.
For details, please refer to the "Measures for the Administration of Company Information Disclosure" disclosed by the company on the same day on the Juchao Information Network (http://www.cninfo.com.cn).
(15) Deliberate and pass the "Proposal on Amending the > of the Registration and Management System for Insider Information of < Companies"
1. Contents of the proposal: On February 3, 2021, the China Securities Regulatory Commission issued the Provisions on the Registration and Management System for Insider Information of Listed Companies ([2021] No. 5), which amends the relevant provisions of the Company Law, the Securities Law, the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange (Revised in 2020) and the Articles of Association of the Company, combined with the actual situation of the company.
For details, please refer to the "Registration and Management System for Insider Information of the Company" disclosed on the company's Juchao Information Network (http://www.cninfo.com.cn) on the same day.
(16) Deliberate and pass the "Proposal on Formulating a > for the Management System of the Financial Derivatives Trading Business of < Companies"
1. Contents of the proposal: Standardize the trading behavior of the company's financial derivatives, prevent the risks of financial derivatives trading, and formulate the "Company Financial Derivatives Trading Business Management System" 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 for the Listing of Stocks on the Shenzhen Stock Exchange, the Measures for the Administration of Information Disclosure of Listed Companies, the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange (Revised in 2020) and other relevant provisions, combined with the actual situation of the company.
For details, please refer to the "Corporate Financial Derivatives Trading Business Management System" disclosed by the company on the same day On the Juchao Information Network (http://www.cninfo.com.cn).
(XVII) Deliberate and pass the "Proposal on Bearing the Relocation and Resettlement Costs of the Dayang Chemical Block of Jiande High-tech Industrial Park"
1. Contents of the proposal: In order to solve the company's development needs, after consultation with the people's government of Dayang Town, Jiande City, the main body responsible for the relocation of the chemical block, it is determined that before the apportionment ratio between the enterprises has not been determined, the company will pay 20 million yuan in advance as the government to pay the compensation costs for the relocation and resettlement of farmers, and the remaining part will be clarified for the proportion of enterprise payment, and will be settled separately after the completion of the project.
For details, please refer to the "Announcement on Bearing the Relocation and Resettlement Costs of the Dayang Chemical Block of Jiande High-tech Industrial Park" disclosed by the company on the same day in securities times, securities daily, Shanghai securities news, China securities news and juchao information network (http://www.cninfo.com.cn).
(XVIII) Deliberate and pass the "Proposal on The Proposal to Convene the 2020 Annual General Meeting of Shareholders".
1. Content of the proposal: It is agreed that the company will hold the 2020 annual general meeting of shareholders of Zhejiang Dayang Biotechnology Group Co., Ltd. at 14:00 pm on May 18, 2021 in the company's conference room to consider the relevant proposals.
For details, please refer to the "Notice on Convening the 2020 Annual General Meeting of Shareholders" disclosed by the company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities News and Juchao Information Network (http://www.cninfo.com.cn).
3. Documents for reference
(1) Resolutions of the 24th meeting of the 4th Board of Directors;
(2) The prior approval and independent opinion of the independent directors on matters related to the 24th meeting of the fourth board of directors.
This is hereby announced.
Board of Directors of Zhejiang Dayang Biotechnology Group Co., Ltd
April 26, 2021
Stock code: 003017 Stock abbreviation: Dayang Bio Announcement number: 2021-048
Notice of convocation of the 2020 Annual General Meeting of Shareholders
The 24th meeting of the 4th Board of Directors of Zhejiang Dayang Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") decided to convene the 2020 Annual General Meeting of Shareholders of the Company on Tuesday, May 18, 2021, and hereby notifies the relevant matters of the General Meeting of Shareholders as follows:
1. The basic situation of convening a meeting
1. Session of the General Meeting of Shareholders: 2020 Annual General Meeting of Shareholders
2. Convener of the shareholders' meeting: the board of directors of the company
3. Legality and compliance of the meeting:
The convocation procedure of this meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association of the Company.
4. Date and time of the meeting:
(2) Online voting time: May 18, 2021 (Tuesday), of which: the specific time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2021 (Tuesday), and the specific time for voting through the Shenzhen Stock Exchange Internet is from 9:15 a.m. to 15:00 p.m. on May 18, 2021 (Tuesday). Any time during 0 period.
5. How to convene the meeting:
The shareholders' meeting was held by a combination of on-site voting and online voting. At that time, the company's shareholders will be provided with a voting platform in the form of a network through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn), and shareholders can exercise their voting rights through the above system during the online voting time.
Shareholders of the company shall choose one of the methods of on-site voting and online voting, and if there is a duplicate vote of the same voting right, the result of the first valid vote shall prevail.
6. Equity registration date and attendance:
(1) The share registration date of the meeting is Wednesday, May 12, 2021, and all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the close of business on May 12, 2021 (Wednesday) at 15:00 pm have the right to attend the shareholders' meeting; shareholders who cannot attend the on-site meeting in person may authorize others to attend the meeting on their behalf (the authorized person does not have to be a shareholder of the company), or participate in the online voting during the online voting time.
(2) Directors, supervisors and other senior management personnel of the company.
(3) Lawyers hired by the company.
7. Venue: Conference room of Zhejiang Dayang Biotechnology Group Co., Ltd., No. 22 Chaoyang Road, Dayang Town, Jiande City, Hangzhou, Zhejiang Province.
2. Matters to be considered at the Meeting
(1) Deliberate the "Proposal on the > of the 2020 Annual Report of the Board of Directors of the < Company";
(2) Deliberate the "Proposal on the > of the 2020 Annual Report of the Board of Supervisors of the < Company";
(3) Deliberate the "Proposal on the 2020 Annual Report and Its Summary";
(4) Deliberate the "Proposal on the > of the 2020 Annual Financial Final Accounts Report of the < Company";
(5) Deliberate the "Proposal on the > of the 2021 Annual Financial Budget Report of the < Company";
(6) Deliberate the "Proposal on the Renewal of the Company's 2021 Annual Auditor";
(7) Deliberate the "Proposal on the Election of the Supervisors of the Company";
(8) Deliberate the Announcement on the 2020 Annual Profit Distribution Plan;
(IX) Deliberate the "Proposal on Confirming the Remuneration of Directors and Supervisors of the Company in 2020".
The above proposal was deliberated and approved by the 24th meeting of the 4th Board of Directors and the 16th meeting of the 4th Supervisory Board of the Company on April 22, 2021, and the content is detailed in the relevant announcements published on the website of Juchao Information (www.cninfo.com.cn) and Securities Times, Securities Daily, Shanghai Securities News and China Securities News on April 26, 2021.
The above proposals (6), (8) and (9) are major matters affecting the interests of small and medium-sized investors, and the company will count the votes of the small and medium-sized investors in the above proposals separately and disclose the results of the separate vote count.
3. Proposal coding
4. Registration of meetings and other matters
1. Registration method: (1) Natural person shareholders should go through the registration formalities with their id cards and shareholder account cards; if a natural person shareholder entrusts an agent, he should go through the registration formalities with the agent's ID card, power of attorney (see Annex II), the client's shareholder account card, and the principal's ID card; the participants should bring the above documents to participate in the shareholders' meeting.
(2) Where a legal person shareholder shall be attended by his or her legal representative, he shall go through the registration formalities with the owner's account card, a copy of the business license with the official seal, the certificate of the legal representative and the identity card; if the legal representative entrusts the agent to attend the meeting, the agent shall go through the registration formalities with the agent's own IDENTITY card, the shareholder account card, the copy of the business license with the official seal, the power of attorney issued by the legal representative, and the certificate of the legal representative; the participants shall bring the above documents to participate in the shareholders' meeting.
(3) Non-local shareholders can register by letter or fax, and the registration materials are consistent with the on-site registration, and telephone registration is not accepted.
3. Registration location: Office of the Board of Directors, No. 22 Chaoyang Road, Dayang Town, Jiande City, Hangzhou, Zhejiang Province
4. Contact information
Contact: Zhang Fangyuan
Contact number: 0571-64156868
Fax number: 0571-58318000
Email: [email protected]
5. Meeting expenses: Shareholders and shareholders' representatives attending the shareholders' meeting shall bear their own expenses for food, accommodation and transportation.
V. The specific operational procedures for participating in online voting
At the shareholders' meeting, shareholders can participate in voting through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn), and the specific operation process of online voting is shown in Appendix 1.
6. Documents for reference
(2) Resolution of the sixteenth meeting of the Fourth Board of Supervisors.
board of directors
Annex I:
The specific operation process of participating in online voting
1. Procedures for online voting
1. Voting code: 363017.
2. Voting abbreviation: "Ocean Voting".
3. Fill in the voting opinions or the number of votes in the shareholders' meeting The proposal of the shareholders' meeting is a non-cumulative voting proposal, and the filling in the voting opinions: agree, oppose, abstain.
4. Shareholders voting on the general proposal shall be deemed to express the same opinion on all proposals.
In the event that shareholders vote repeatedly on the general proposal and sub-proposal of the same proposal, the first valid vote shall prevail. If the shareholders first vote on the sub-proposal and then vote on the general proposal, the voting opinion of the sub-proposal that has been voted on shall prevail, and the voting opinion of the general proposal shall prevail for other uncontested proposals; if the general proposal is voted on first, and then the sub-proposal is voted on, the voting opinion of the general proposal shall prevail.
2. Procedures for voting through the trading system of the Shenzhen Stock Exchange
1. Voting time: May 18, 2021 (Tuesday) trading hours, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3. Voting procedures through the Internet voting system of the Shenzhen Stock Exchange
1. The starting time of voting in the Internet voting system is 9:15 on May 18, 2021, and the end time is 15:00 on May 18, 2021.
2. For shareholders to vote online through the Internet voting system, they need to apply for identity authentication in accordance with the provisions of the "Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (Revised in 2016)" and obtain the "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service Password". The specific identity authentication process can be accessed in the Http://wltp.cninfo.com.cn Rules guidelines section of the Internet voting system.
3. Shareholders can log in to the http://wltp.cninfo.com.cn vote through the Internet voting system of the Shenzhen Stock Exchange within the specified time according to the service password or digital certificate obtained.
Annex II:
Power of Attorney
Mr. ________ This Power of Attorney shall be valid from the date of signature of this Power of Attorney to the date of the conclusion of the meeting of the General Meeting of Shareholders.
I have learned about the relevant deliberations and contents of the company through the website of the Shenzhen Stock Exchange, and the voting opinions are as follows:
Note 1: For proposals that have been voted cumulatively, please fill in the number of votes cast for candidates in the corresponding blank space of the corresponding proposal; for proposals that do not vote cumulatively, the box under "agree", "oppose", "abstain" shall be marked "√", and there shall be no two or more instructions on the same matter under consideration. If the principal does not give specific instructions for voting on a matter under consideration or has two or more instructions on the same matter under consideration, the trustee has the right to decide to vote on the matter according to his own will.
Note 2: The newspaper clippings, copies or self-made copies of this power of attorney are valid according to the above format; the entrustment of the unit must be signed by the legal representative and affixed with the official seal of the unit.
Stock code: 003017 Stock abbreviation: Dayang Bio Announcement number: 2021-034
Zhejiang Dayang Biotechnology Group Co., Ltd. 2021 daily related party transactions are expected to be announced
First, the basic situation of daily related party transactions
(1) Overview of daily related party transactions
1. According to the actual needs of production and operation, Zhejiang Dayang Biotechnology Group Co., Ltd. (hereinafter referred to as "Dayang Biotechnology" or the "Company") and its subsidiary Jiande Hengyang Chemical Co., Ltd. (hereinafter referred to as "Hengyang Chemical") intend to purchase packaging bags from the related party Jiande Chengyang Fine Chemical Factory (hereinafter referred to as "Chengyang Fine"), and the total amount of related party transactions in 2021 is expected to not exceed 2.20 million yuan.
2. The company intends to lease housing to the shareholding company Zhejiang Shengzhi New Material Technology Co., Ltd. (hereinafter referred to as "Shengzhi New Material"), and it is expected that the total amount of related party transactions in 2021 will not exceed 0.5 million yuan.
The Company has held the 24th meeting of the fourth board of directors on April 22, 2021 to consider and pass the "Proposal on the Expected Daily Related Party Transactions in 2021". Affiliated directors Chen Yanggui, Wang Xianyu, Tu Yongfu, Qiu Yongsheng, Guan Weijun and Hao Bingyan recused themselves from voting. The independent directors of the Company have obtained prior approval and independent opinion on the proposal.
According to the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, the related party transaction is within the decision-making authority of the board of directors and does not need to be submitted to the shareholders' general meeting for consideration.
(2) The type and amount of expected daily related party transactions
Unit: RMB 10,000
(3) The actual occurrence of daily related party transactions in the previous year
1. As of December 31, 2020, the actual occurrence of daily related party transactions in 2020 is as follows:
2. Introduction of related parties and related relationships
(1) Basic information of related parties
1, into the yang fine
Investor: Chen Yangtu
Registered Capital:-
Address: West section of Chaoyang Road, Dayang Town, Jiande City
Business scope: boiler ash cleaning agent, manufacturing components. Sales: building materials, plastic packaging
As of December 31, 2020, Chengyang Fine Had total assets of 2.6714 million yuan and net assets of 487,800 yuan; in 2020, its operating income was 2.3372 million yuan and its net profit was -14,700 yuan. (Unaudited)
2. Holding new materials
Legal representative: Turnover Zhong
Registered capital: 10 million yuan
Registered address: 2nd floor, No. 22 Chaoyang Road, Dayang Town, Jiande City
Business scope: lithium battery and related materials, lithium battery functional electrolyte, battery grade lithium difluorooxalate borate research and development, production and sales.
As of December 31, 2020, the total assets of Shengzhi New Materials were 305,700 yuan and the net assets were 284,100 yuan; the operating income in 2020 was 0.00 million yuan and the net profit was 46,900 yuan. (Unaudited)
(2) Affiliations
1. The younger brother of Chen Yanggui, chairman of Chen Yang Tushi Company, a fine investor of Chengyang.
2. Shengzhi New Material is a shareholding company of the company, and the company holds 35% of its equity.
(3) Analysis of the ability to perform the contract
According to the financial and credit status of the above-mentioned related parties and the business dealings between the Company and the Company over the years, the above related parties can perform the contract as agreed.
Third, the pricing principle and basis
All related party transactions between the Company and related parties shall be carried out under the principles of voluntary equality, fairness and fairness. The pricing basis for related party transactions is: strictly implement the market price based on the principle of marketization, adopt the same pricing policy as the company sells products to non-related parties, and adjust it in a timely manner according to market changes.
Fourth, the purpose of the transaction and the impact of the transaction on the listed company
The related party transactions between the Company and related parties are normal business transactions, and such transactions are in accordance with the principle of market pricing and will not harm the interests of the Company. Since the transaction volume accounts for a small proportion of the company's operating income, it will not have a significant impact on the company's current and future financial position and operating results, will not affect the independence of the company, and the company will not rely on the above related parties.
5. Opinions of independent directors, boards of supervisors and sponsoring institutions
(1) Prior approval and independent opinion of independent directors
1. Prior approval of opinions
The company expects that the daily related party transactions in 2021 are based on normal production and operation activities, the content of the related party transactions and pricing policies are fair and reasonable, and there is no harm to the interests of the company and its shareholders, especially the small and medium-sized shareholders; we agree with the daily related party transaction plan formulated by the company in 2021, and the relevant transactions are conducive to supporting the development of the company's main business, which belongs to the normal business scope of the company and is conducive to the smooth progress of the company's production and operation activities. Agreed to submit the matter to the Board of Directors for consideration, and the Directors who are related to the Transaction should recuse themselves from voting.
2. Independent opinion
The related party transaction was submitted to the 24th meeting of the fourth board of directors of the company, and we have approved it in advance. The company's board of directors has complied with the procedures for convening, convening and voting on related party transactions, and the affiliated directors have recused themselves from voting. The Company expects that the daily related party transactions in 2021 will be based on normal production and operation activities, such related party transactions shall be determined through consultation with reference to the market price, the transaction price shall be fair, the transaction process shall be fair and reasonable, and the relevant approval procedures have been fulfilled; the affiliated directors have recused themselves during the voting of the board of directors, which will not affect the independence of the company, and there is no harm to the interests of other shareholders of the company and the company. We agree with this motion.
(2) Deliberations of the board of supervisors
The Company held the 16th meeting of the Fourth Supervisory Board on April 22, 2021, deliberated and passed the "Proposal on the Expected Daily Related Party Transactions in 2021", and believed that the daily related party transactions expected to occur in 2021 were carried out on the basis of fairness and reasonableness and consensus between the two parties, the determination of the transaction price conformed to the principles of openness, fairness and justice, the transaction method conformed to market rules, the transaction price was fair, and the interests of the company and the company's non-related shareholders, especially the small and medium-sized shareholders, were not harmed. The Supervisory Board has no objection to the Company's above-mentioned related party transactions.
(3) Verification opinions of the sponsoring institution
After verification, the sponsoring institution believes that the expected matters of the daily related party transactions of Dayang Biologics in 2021 have been deliberated and approved by the board of directors of the company, the affiliated directors have recused themselves from voting, the independent directors have issued an independent opinion on such matters in advance approval and consent, the board of supervisors has issued a clear consent opinion, fulfilled the necessary review procedures, and complied with the relevant laws and regulations; the company's above-mentioned expected daily related party transactions are necessary for the company to carry out daily business activities, and there is no harm to the interests of the company and shareholders. In summary, the sponsoring institution has no objection to the daily related party transactions that Dayang Bio expects in 2021.
(2) The resolution of the sixteenth meeting of the fourth session of the board of supervisors;
(3) The prior approval and independent opinion of the independent directors on the matters related to the 24th meeting of the fourth board of directors;
(4) Caitong Securities Co., Ltd.'s verification opinion on the forecast of daily related party transactions of Zhejiang Dayang Biotechnology Group Co., Ltd. in 2021
Stock code: 003017 Stock abbreviation: Dayang Bio Announcement number: 2021-041
Announcement on the resignation of supervisors and the election of supervisors
The Company and all members of the Supervisory Board warrant that the content of the information disclosure is true, accurate and complete, and that there are no false statements, misleading statements or material omissions.
The Supervisory Board of Zhejiang Dayang Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") recently received the resignation report submitted by Mr. Wang Guoping, a supervisor of the Company. Mr. Wang Guoping resigned as a supervisor of the Company for personal reasons. After his resignation, Mr. Wang Guoping continued to serve as the director of the R&D Center in the company. According to the provisions of the Company Law and the Articles of Association of the Company, Mr. Wang Guoping resigned as a supervisor, and the number of supervisors of the Company was less than the minimum quorum, so Mr. Wang Guoping's resignation report could not take effect until the new supervisor filled his vacancy. The departure of Mr. Wang Guoping will not affect the normal production and operation of the company.
Mr. Wang Guoping's resignation will cause the members of the company's supervisory board to fall below the quorum, in accordance with the provisions of the Company Law, the Articles of Association of the Company, etc., on April 22, 2021, the sixteenth meeting of the fourth supervisory board of the company deliberated and passed the "Proposal on the Election of the Supervisors of the Company", nominated Ms. Liu Chang as the supervisor of the fourth supervisory board of the company (see the attachment for resume), and submitted the proposal to the company's 2020 annual general meeting of shareholders for consideration. The term of office shall be from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the current board of supervisors.
The election and appointment of the above-mentioned supervisors conforms to the provisions of the Company Law and other laws, regulations and the Articles of Association of the Company, and the number of supervisors who have served as directors or senior management personnel of the company in the past two years has not exceeded one-half of the total number of supervisors of the company; the number of supervisors nominated by a single shareholder has not exceeded one-half of the total number of supervisors of the company.
Hereby, the Supervisory Board of the Company would like to express its heartfelt thanks to Mr. Wang Guoping for his diligent and conscientious work and contribution to the development of the Company during his tenure as a supervisor of the Company.
Supervisory board
annex:
Brief calendar
Ms. Liu Chang, born in May 1982, ID number: 152301198205141522, Chinese nationality, no right of permanent residence abroad. He graduated from Tianjin University of Science and Technology with a bachelor's degree in July 2007. From August 2007 to September 2008, he worked as a designer in Hangzhou Heifang Advertising Planning Co., Ltd. From October 2008 to November 2009, he worked as a designer at Aladdin Information Technology Co., Ltd. Since December 2009, he has served as the deputy director of the comprehensive office of Zhejiang Dayang Biotechnology Group Co., Ltd.
Ms. Liu Chang has no relationship with the company's controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, and other directors, supervisors and senior management personnel; she does not currently hold shares in the company; there is no situation stipulated in the Company Law and other laws and regulations and the Articles of Association of the company that she is not allowed to serve as a supervisor of the company, and she has not been punished by the China Securities Regulatory Commission and other relevant departments or punished by the stock exchange; and she is not a "judgment defaulter".
Stock code: 003017 Stock abbreviation: Dayang Bio Announcement number: 2021-040
Announcement on the Renewal of the Company's 2021 Annual Auditor
Zhejiang Dayang Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") held the 24th meeting of the 4th Board of Directors and the 16th meeting of the 4th Supervisory Board on April 22, 2021, and respectively deliberated and passed the "Proposal on the Renewal of the Company's 2021 Annual Auditor". The Company intends to renew Zhonghui Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Zhonghui Firm" or "Zhonghui Accounting Firm") as the Company's 2021 annual auditor. This proposal has yet to be submitted to the company's general meeting of shareholders for consideration, and the relevant information is hereby announced as follows:
First, the basic situation of the audit institution to be renewed
(1) Institutional information
1. Basic Information
Founded in 1992, Zhonghui Certified Public Accountants was transformed into a special general partnership in December 2013, with its management headquarters in Hangzhou, which is one of the accounting firms with securities and futures business qualifications and has been engaged in securities service business for a long time.
Firm Name: Zhonghui Certified Public Accountants (Special General Partnership)
Date of establishment: December 19, 2013
Form of organization: Special general partnership
Registered address: Room 601, Building A, Hualian Times Building, No. 8 Xinye Road, Jianggan District, Hangzhou
Chief Partner: Qiang Yu
1st year (December 31, 2020) Combined quantity: 69 people
Number of certified public accountants at the end of the previous year: 665
The number of certified public accountants who signed the audit report of the securities service business at the end of the previous year: 169
Total audited revenue for the most recent year (FY2019): RMB686.65 million
Audit business income in the most recent year: 520.04 million yuan
Securities business income in the most recent year: 192.63 million yuan
In the previous year (2019 annual report), the number of audit clients of listed companies: 78
The main industries of the listed company audit customers in the previous year were: (1) information transmission, software and information technology service industry - software and information technology service industry, (2) manufacturing industry - electrical machinery and equipment manufacturing industry, (3) manufacturing industry - special equipment manufacturing, (4) manufacturing industry - computer, communication and other electronic equipment manufacturing industry, (5) manufacturing industry - chemical raw materials and chemical products manufacturing industry
The total audit fees of listed companies in the previous year were RMB75.81 million
In the previous year, the number of audit clients of listed companies in the same industry of the Company: 10
2. Investor protection ability
Zhonghui Certified Public Accountants did not calculate the occupational risk fund, and the cumulative compensation limit of occupational insurance purchased was 100 million yuan, and the purchase of occupational insurance complied with relevant regulations.
In the past three years, Zhonghui Certified Public Accountants has not been sentenced to bear civil liability in civil litigation related to professional conduct.
3. Integrity record
In the past three years, Zhonghui Certified Public Accountants has received administrative penalties once, supervision and management measures twice, and has not been subjected to criminal punishment, self-discipline supervision measures and disciplinary punishments for its professional conduct. In the past three years, 3 practitioners have been administratively punished once for their professional behavior, 3 practitioners have been subjected to supervision and management measures twice, and they have not received criminal punishments, self-regulatory measures or disciplinary punishments.
(2) Project information
Partner of the proposed signing project: Hong Ye, became a certified public accountant in 2013, began to engage in the audit of listed companies and listed companies in 2011, began to practice in the firm in October 2019, began to provide audit services for the company in 2020, and signed and reviewed the audit reports of 4 listed companies in the past three years.
Certified Public Accountant to be signed: Gao Lili, who became a certified public accountant in 2015, began to engage in listed company auditing in 2012, began practicing in the firm in July 2020, and began to provide audit services for the company in 2020; and signed audit reports of 2 listed companies in the past three years.
Project quality control reviewer: Ren Cheng, became a certified public accountant in 2004, began to engage in listed company audit in 2000, began to practice in the firm in September 2010, and signed and reviewed the audit reports of 4 listed companies in the past three years.
2. Integrity record project
In the past three years, project partner Hong Ye, signatory certified public accountant Gao Lili, and project quality control reviewer Ren Cheng have not been subject to criminal penalties, administrative penalties, regulatory measures, self-regulatory measures and disciplinary sanctions of self-regulatory organizations for their professional conduct.
3. Independence
Zhonghui Certified Public Accountants and project partners, signatory certified public accountants, and project quality control reviewers do not have circumstances that may affect independence.
4. Audit fees
The audit fee for the current period is 800,000 yuan, of which the annual report audit fee is 600,000 yuan and the internal control and assurance fee is 200,000 yuan.
The audit fee for the previous period was 800,000 yuan, of which the annual report audit fee was 800,000 yuan (including internal control assurance fee).
The pricing principle of the audit fee for the current period is determined through consultation between the two parties according to the company's industry, business scale and complexity of accounting processing, and comprehensively considering the level, investment time and quality of the project team members involved in the audit work.
2. Procedures to be performed by the proposed renewal of the audit institution
(1) The performance of duties by the Audit Committee
The Audit Committee of the Board of Directors of the Company has reviewed the matters of the renewal of the 2021 annual audit institution, and believes that Zhonghui has the independence, professional competence, experience and qualification to provide audit services for the company, has the ability to protect investors, and can meet the requirements of the company's audit work, and agrees to propose to the board of directors to renew the appointment of Zhonghui as the company's 2021 annual audit institution.
(2) Prior approval and independent opinion of independent directors
1. Prior approval opinion: Zhonghui has securities and futures-related business qualifications, has many years of experience and ability to provide audit services for listed companies, and has sufficient independence and investor protection capabilities to meet the company's 2021 relevant audit requirements, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. In summary, we agree to submit the matter to the twenty-fourth meeting of the fourth board of directors of the company for consideration.
2. Independent opinion: The procedure for changing the accounting firm complies with the requirements of relevant laws and regulations and the Articles of Association of the Company, and the renewed Zhonghui firm has the corresponding business capabilities and audit qualifications. The procedure for the renewal of the accounting firm complies with the relevant laws, regulations and the Articles of Association of the Company, and there is no harm to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. Agreed to renew the appointment of Zhonghui as the Company's 2021 annual auditor and agreed to submit the proposal to the Company's 2020 Annual General Meeting of Shareholders for consideration.
(3) Deliberations of the board of directors and the board of supervisors
On April 22, 2021, the Company held the 24th meeting of the 4th Board of Directors and the 16th meeting of the 4th Supervisory Board, respectively, deliberated and passed the "Proposal on the Renewal of the Company's 2021 Annual Auditor", agreed that the Company would renew Zhonghui as the Company's 2021 annual audit institution for a period of one year, with an annual audit fee of RMB800,000, and submit it to the General Meeting of Shareholders for consideration and authorize the Company's management to sign an audit agreement.
(4) Effective date
The proposed renewal of the audit firm is subject to the Company's 2020 Annual General Meeting of Shareholders for consideration and shall take effect from the date of deliberation and approval of the 2020 Annual General Meeting of Shareholders.
(3) The audit opinion of the Audit Committee on the renewal of the accounting firm;
(4) The prior approval and independent opinion of the independent directors on the matters related to the 24th meeting of the fourth board of directors;
(5) Other documents required to be filed by the Shenzhen Stock Exchange.