Securities code: 000798 securities abbreviation: Cnfc Overseas Fisheries Co.Ltd(000798) Announcement No.: 2022-009 Cnfc Overseas Fisheries Co.Ltd(000798)
Announcement on the resolutions of the 5th meeting of the 8th 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 of the board of directors
1. Cnfc Overseas Fisheries Co.Ltd(000798) the notice of the fifth meeting of the eighth board of directors was sent by communication on January 29, 2022.
2. The meeting was held by means of communication on February 9, 2022.
3. There are 8 directors who should attend the meeting and 8 actually attended.
4. The meeting was presided over by Mr. Zong Wenfeng, chairman of the board of directors, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates.
5. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the meeting was legal and effective.
2、 Deliberations at the board meeting:
1. Deliberated and adopted the work report of the board of directors in 2021
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of directors in 2021.
2. Review and approve the 2021 general manager’s work report
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
3. Deliberated and adopted the report on the work of independent directors in 2021
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
Mr. Xiao Jinquan, Mr. Ma Zhankun and Mr. Gu Ke, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors, and the independent directors will report on their work at the 2021 annual general meeting of shareholders of the company.
4. Consider and adopt the 2021 annual report and the summary of 2021 annual report
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosed 2021 annual report and 2021 annual report summary (Announcement No.: 2022-012). 5. Review and adopt the financial final accounts report of 2021
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of 2021.
6. The company’s 2021 profit distribution plan was reviewed and approved
Audited by China Audit Asia Pacific Certified Public Accountants (special general partnership), the profit available for distribution to shareholders of the parent company in 2021 was -99.41 million yuan, and the profit available for distribution in the consolidated statements was -285.37 million yuan. According to the relevant provisions on profit distribution in the main board information disclosure business Memorandum No. 1 – matters related to periodic report disclosure of Shenzhen Stock Exchange, and in accordance with the principle of the lower of the distributable profits in the consolidated statements and the parent company’s statements, the board of Directors proposes the profit distribution plan as follows:
In 2021, the company will not distribute cash dividends, bonus shares or increase share capital with accumulation fund.
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Review and approve the annual remuneration of senior executives in 2021
The total remuneration of the company’s senior managers in 2021 was RMB 4.0709 million. The remuneration of the company’s directors, supervisors and senior managers in 2021 is disclosed in detail in the company’s 2021 annual report in accordance with relevant regulations.
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
8. Review and adopt the 2021 internal control evaluation report
This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）2021 annual internal control evaluation report disclosed.
9. Deliberated and adopted the proposal on daily connected transactions in 2022
Dong Enhe and Zhou Ziyu, the related directors of the proposal, abstained from voting, with 6 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The announcement on the forecast of daily connected transactions in Cnfc Overseas Fisheries Co.Ltd(000798) 2022 (Announcement No.: 2022-013) disclosed.
10. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors of the company decided to hold the 2021 annual general meeting of shareholders, and the specific date will be announced separately. This proposal has 8 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their independent opinions on motion 4, motion 6, motion 7, motion 8 and motion 9. The specific contents of the proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Prior approval opinions and independent opinions of Cnfc Overseas Fisheries Co.Ltd(000798) independent directors on matters related to the 2021 annual report (Announcement No.: 2022-011).
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors;
2. Other documents required by SZSE.
It is hereby announced.
Cnfc Overseas Fisheries Co.Ltd(000798) board of directors February 10, 2022
