Tianye Shares: Announcement of the Resolution of the Third Extraordinary General Meeting of Shareholders in 2019 (Revised)-Tianye Innovation Co., Ltd. _Fruit & Vegetable Juice

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Tianye Shares: Announcement of the Resolution of the Third Extraordinary General Meeting of Shareholders in 2019 (Revised)

Release time:

2019-12-31

Our company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the content of the announcement, without any false records, misleading statements, or significant omissions, and assume individual and joint legal responsibilities for the truthfulness, accuracy, and completeness of its content. 1、 Meeting Convening and Attendance Situation (1) Meeting Convening Situation 1. Meeting Convening Time: November 25, 2019 2. Meeting Venue: Company Meeting Room 3. Meeting Convening Method: On site 4. Meeting Convener: Board of Directors 5. Meeting Host: Yao Jiuzhi 6. Meeting Convening Situation Legitimacy, Compliance, and Compliance with Articles of Association Explanation: The meeting was held in compliance with the regulations

1、Meeting Convening and Attendance

　（1）Meeting status

　　1.Meeting held on November 25th, 2019

　　2.Meeting location: Company conference room

　　3.Meeting format: On site

　　4.Convener of the meeting: Board of Directors

　　5.Conference host: Yao Jiuzhi

　　6.Legitimacy, compliance, and compliance of the convening situation: The convening of the meeting complies with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association.

（2）Meeting attendance

　　There are a total of 10 shareholders (including authorized representatives) present and authorized to attend this shareholders' meeting, holding 69863000 voting shares, accounting for 29.11% of the total voting shares of the company.

2、Proposal deliberation status

（1）Deliberation and Approval of the Proposal on the Stock Issuance Plan of Tianye Innovation Co., Ltd

　　1.Proposal content:

　　Please refer to the "Stock Issuance Plan of Tianye Innovation Co., Ltd." (Announcement No. 2019-027) disclosed by the company on the designated information disclosure platform of the National Equities Exchange and Quotations System (www.neeq. com. cn) on November 8, 2019.

　　2.Voting result of the proposal:

　　Agreed to hold 69863000 shares, accounting for 100% of the total number of voting shares in this shareholders' meeting; There are 0 opposing shares, accounting for 0% of the total number of voting shares in this shareholders' meeting; The number of abstained shares is 0, accounting for 0% of the total number of voting shares in this shareholders' meeting.

　　3.Avoidance of voting situation

　　This proposal does not involve related party transactions and there is no need to avoid voting.

（2）This proposal does not involve related party transactions and there is no need to avoid voting.

　　1.Proposal content:

　　The company plans to establish a special account for fundraising related to this stock issuance, which will be used to store the fundraising funds for this stock issuance. This account, as a subscription account, shall not store non raised funds or be used for other purposes. After the company's shareholders' meeting approves the relevant proposals for the stock issuance, the company shall sign a tripartite regulatory agreement with the sponsoring securities firm and the commercial bank storing the raised funds after the issuance and subscription are completed.2. Voting results of the proposal:

　　3. Avoidance of voting situation

　　This proposal does not involve related party transactions and there is no need to avoid voting.

（3）Deliberation and approval of the proposal to revise the Articles of Association of the Company

　　1.Proposal content:

　　After the completion of this stock issuance, the registered capital and total number of shares of the company will undergo changes. The company intends to apply for revision of the relevant provisions of the Articles of Association after the issuance is completed.

　　2.Voting result of the proposal:

　　3.Avoidance of voting situation

　　This proposal does not involve related party transactions and there is no need to avoid voting.

（4）Deliberation and Approval of the Proposal on Signing the Share Issuance and Subscription Contract with Effective Conditions

　　1.Proposal content:

　　The company and the investor of this share issuance, Hubei Nonggu Industrial Group Co., Ltd., have signed a subscription contract for the share issuance with effective conditions. For specific details, please refer to the abstract of the stock issuance and subscription contract with effective conditions in the "Tianye Innovation Co., Ltd. Stock Issuance Plan" (Announcement No. 2019-027) disclosed by the company on the designated information disclosure platform of the National Equities Exchange and Quotations System (www.neeq. com. cn) on November 8, 2019.

　　2.Voting result of the proposal:

　　3.Avoidance of voting situation

　　This proposal does not involve related party transactions and there is no need to avoid voting.

（5）Deliberation and approval of the proposal on the signing of a supplementary agreement between the actual controller and investors regarding the issuance and subscription contract for shares

　　1.Proposal content:

　　Regarding the issue of this stock issuance, the actual controllers of the company, Yao Jiuzhi, Yao Linhao, Yao Jiuzhuang, and the investor Hubei Nonggu Industrial Group Co., Ltd. have signed a supplementary agreement on the Share Issuance Subscription Contract, which mainly includes the repurchase commitment clause of the actual controller. The specific content of the repurchase commitment terms can be found in the abstract section of the stock issuance and subscription contract with effective conditions in the "Tianye Innovation Co., Ltd. Stock Issuance Plan" (Announcement No. 2019-027) disclosed by the company on November 8, 2019 on the designated information disclosure platform of the National Equities Exchange and Quotations System (www.neeq. com. cn).

　　2.Voting result of the proposal:

　　Agreed to hold 10079000 shares, accounting for 100% of the total number of voting shares in this shareholders' meeting; There are 0 opposing shares, accounting for 0% of the total number of voting shares in this shareholders' meeting; The number of abstained shares is 0, accounting for 0% of the total number of voting shares in this shareholders' meeting.

　　3.Avoidance of voting situation

　　Related shareholders Yao Jiuzhi, Yao Linhao, and Menghai Zhicun Gaoyuan Tea Industry Co., Ltd. avoided voting.

（6）Deliberation and Approval of the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Fully Handle Matters Related to the Stock Issuance

　　1.Proposal content:

　　Requesting the General Meeting of Shareholders to authorize the Board of Directors of the Company to fully handle all relevant matters related to this stock issuance, including but not limited to:

　　（1）Authorize the board of directors to formulate and implement specific plans for this stock issuance based on specific circumstances, handle the application for approval from the China Securities Regulatory Commission for this stock issuance, and file with the national small and medium-sized enterprise share transfer system;

　　（2）Authorize the board of directors to determine the specific issuance target based on this issuance plan, draft and negotiate with the issuance target and sign a stock issuance subscription agreement, which includes the subscription subject and quantity, subscription method, subscription price and amount, payment time and delivery method of subscription funds and stocks, guarantees and commitments of both parties, conditions for the establishment and effectiveness of the agreement, termination and termination of the agreement, breach of contract liability, and other matters;

　　（3）Authorize the board of directors to sign and modify agreements, contracts, commitments, and other relevant legal documents related to this stock issuance, and to recognize the documents related to this capital increase that the board of directors had already contacted and signed before the shareholders' meeting;

　　（4）According to the results of this stock issuance, handle business registration related matters such as shareholder changes and changes to the company's articles of association after the completion of this stock issuance;

　　（5）If laws, regulations, and other normative documents, as well as securities regulatory authorities have new regulations on stock issuance policies, authorize the board of directors to make corresponding adjustments to the stock issuance plan in accordance with the new regulations;

　　（6）Authorize the board of directors to handle other matters related to this stock issuance. The above authorization shall be valid for twelve months from the date of approval by the shareholders' meeting of this stock issuance.

　　2.Voting result of the proposal:

　　3.Avoidance of voting situation

　　This proposal does not involve related party transactions and there is no need to avoid voting.

（7）Deliberation and Approval of the Proposal on the Replacement of the Board of Directors and Nomination of Yang Zhenhao as a Director of the Company

　　1.Proposal content:

　　Due to the resignation of independent directors, the company reorganized its board of directors into five members and revised its articles of association. To ensure the normal work of the board of directors, Yang Zhenhao is hereby nominated as a candidate for the new board of directors, together with current directors Yao Jiuzhi, Yao Linhao, Dan Dan, and Zhang Hui, to form a new board of directors with a term of three years, calculated from the date of approval at the third extraordinary general meeting of shareholders in 2019.

　　All directors of the third board of directors will continue to fulfill their duties as directors in accordance with relevant regulations and requirements until the fourth board of directors takes office.

　　The brief introduction of the nominated director candidate Yang Zhenhao is as follows:

　　Yang Zhenhao, male, 50 years old, a member of the Communist Party of China, holds a bachelor's degree and is a senior accountant. From 2005 to 2013, he served as the Chief Accountant and Executive Vice President of Hubei Dongguang Electronics Co., Ltd. From 2014 to present, he has served as the Financial Director and Chief Accountant of Hubei Nonggu Industrial Group Co., Ltd. He also serves as the Chairman of Nonggu Financial Leasing (Tianjin) Co., Ltd., Chairman of Hong Kong Shangrui Co., Ltd., and Director of Jingmen Urban Construction Investment Holding Group Co., Ltd.

　　Yang Zhenhao has no affiliation with the company or its actual controller, holds no shares in the company, and has not been included in the list of dishonest persons subject to enforcement or the list of dishonest joint punishment objects. This meets the requirements of the "Regulatory Q&A on Implementing Joint Punishment Measures for Dishonest Entities" of the equity conversion company, and there is no situation where he is required by laws, regulations, and regulatory authorities such as the Company Law to not serve as a director.

　　2.Voting result of the proposal:

　　3.Avoidance of voting situation

　　This proposal does not involve related party transactions and there is no need to avoid voting.

3、The effectiveness of the proposed changes in directors, supervisors, and senior management personnel reviewed at this shareholders' meeting

full name	position	Job changes	effective date	Meeting Name	Effectiveness status
Yao Jiuzhi	director	Appointment	November 25, 2019	The Third Extraordinary General Meeting of Shareholders in 2019	Deliberated and approved
Yao Linhao	director	Appointment	November 25, 2019	The Third Extraordinary General Meeting of Shareholders in 2019	Deliberated and approved
Dan Dan	director	Appointment	November 25, 2019	The Third Extraordinary General Meeting of Shareholders in 2019	Deliberated and approved
Yang Zhenhao	director	Appointment	November 25, 2019	The Third Extraordinary General Meeting of Shareholders in 2019	Deliberated and approved
Zhang Hui	director	Appointment	November 25, 2019	The Third Extraordinary General Meeting of Shareholders in 2019	审议通过

4、File directory for reference

（1）Resolution of the Third Extraordinary General Meeting of Shareholders of Tianye Innovation Co., Ltd. in 2019

Tianye Innovation Co., Ltd

Board of Directors

December 31, 2019

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Tianye Shares: Announcement of the Resolution of the Third Extraordinary General Meeting of Shareholders in 2019 (Revised Announcement)

Tianye Shares: Announcement of the Resolution of the First Meeting of the Fourth Board of Directors

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