Securities code: Eastroc Beverage (Group) Co.Ltd(605499) securities abbreviation: Eastroc Beverage (Group) Co.Ltd(605499) Announcement No.: 2022015 Eastroc Beverage (Group) Co.Ltd(605499)
Announcement of resolutions of the 12th meeting of the second board of supervisors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of supervisors
The 12th meeting of the second board of supervisors of Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. (hereinafter referred to as "the company") was held in the VIP conference room on the second floor of the company on Friday, February 25, 2022. The notice of the meeting was delivered to all supervisors by means of communication on February 15, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting.
The meeting was presided over by Mr. Cai Yunsheng, chairman of the board of supervisors. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the proposal on the annual report of 2021 and its summary
The board of supervisors believes that after understanding and reviewing the company's 2021 annual report and its summary, the board of supervisors believes that the preparation and deliberation procedures of the company's 2021 annual report comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The content and format comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information disclosed is true, accurate and complete. Undertake that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. No personnel involved in the preparation and review of the company's 2021 annual report were found to have violated the confidentiality provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the financial final report of 2021 and the financial budget report of 2022
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
The board of supervisors believes that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies, truthfully reflect the deposit and actual use of the company's non-public offering of shares, and the content is true, accurate and complete, There is no illegal use of the raised funds and no damage to the interests of shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the evaluation report on internal control in 2021
The board of supervisors carefully examined the 2021 annual internal control evaluation report of the company in accordance with the requirements of the basic norms of enterprise internal control and the CSRC's rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 - General Provisions on the annual internal control evaluation report, After consulting the internal control systems involved in the report in detail and verifying the implementation of various internal control systems, the opinions are as follows:
The company's internal control complies with the basic norms of enterprise internal control, supporting guidelines and the basic requirements of regulators. The company's internal control mechanism is sound and complete, and the internal control system is complete, which has played an effective role in management, control and supervision of the company's production and operation.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) deliberating and adopting the proposal on the sustainable development report in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) the proposal on the annual profit distribution plan for 2021 was deliberated and adopted
The board of supervisors believes that the annual profit distribution plan for 2021 matches the actual operation of the company, takes full account of the company's annual operation in 2021, daily production and operation needs, future development capital needs and other comprehensive factors, is consistent with the company's development plan, and is conducive to the normal operation and sustainable, healthy and stable development of the company, It complies with the cash dividend policy determined in the articles of association, has legitimacy, compliance and rationality, and does not harm the interests of investors.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and adopted the proposal on the renewal of external audit institutions
The board of supervisors believes that PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) is qualified for securities and futures related business, has the experience and ability to provide audit services for the company, and can meet the requirements of the company's financial and internal control audit. The company's reappointment of the accounting firm this time complies with the provisions of relevant laws and regulations, will not affect the audit quality of the company's accounting statements, and will not damage the interests of the company and other shareholders, especially minority shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IX) avoid voting on the proposal on the confirmation of the remuneration of supervisors in 2021 and the remuneration scheme of supervisors in 2022
All supervisors are affiliated supervisors, who avoid voting and submit to the general meeting of shareholders for deliberation.
(x) deliberated and passed the proposal on the prediction of daily related party transactions in 2021 and 2022
The board of supervisors believes that the company's estimated daily related party transactions in 2022 belong to the needs of normal business scope, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and voting procedures of the board of directors of the company in considering the expected daily connected transactions in 2022 comply with relevant laws, regulations and normative documents, the articles of association and the management system of connected transactions of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on using idle raised funds for cash management in 2022 was reviewed and approved. The board of supervisors held that the company is in good operation and stable financial condition. On the premise of ensuring the normal operation of the company and the fund demand of raised projects, the company uses idle raised funds for cash management, which is conducive to improving the efficiency of fund use, reducing financial costs, obtaining certain investment income, and will not affect the normal development of the company's main business, the normal operation of raised projects and the purpose of raised funds.
Comply with relevant laws and regulations and the provisions of the articles of association, and will not adversely affect the company's production and operation and the implementation of raised investment projects, and there is no damage to the interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（12） The proposal on using idle self owned funds for cash management in 2022 was deliberated and passed. The board of supervisors held that the company's current operation is good and its financial situation is stable. On the premise of ensuring the normal operation and capital demand of the company, the company uses idle self owned funds for cash management, which is conducive to improving the efficiency of capital use and reducing financial costs, It can obtain certain investment income without affecting the normal development of the company's main business. Comply with relevant laws and regulations and the provisions of the articles of association, will not have an adverse impact on the production and operation of the company, and there is no situation that damages the interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（13） The board of supervisors considered and passed the proposal on the prediction of guarantee amount for wholly-owned subsidiaries in 2022. The board of supervisors held that the company's guarantee for wholly-owned subsidiaries is to support the development needs of subsidiaries, facilitate the optimal allocation of internal resources, reduce the company's comprehensive capital cost, and facilitate the company's continuous and stable daily business Ensure that the normal production and operation of the wholly-owned subsidiary will not damage the interests of the company and minority shareholders. The review and decision-making procedures of the company's external guarantee matters in 2022 comply with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized investors.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
(I) resolutions of the 12th meeting of the second board of supervisors.
It is hereby announced.
Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. board of supervisors February 28, 2022
