Securities Announcement No. 6008
Announcement on the resolution of the 11th meeting of the ninth board of directors
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.
The 11th meeting of the 9th board of directors of Ningbo Fubang Jingye Group Co.Ltd(600768) (hereinafter referred to as ” Ningbo Fubang Jingye Group Co.Ltd(600768) ” or “the company”) was notified by e-mail and other means of communication on March 22, 2022, and was held in the conference room of the company on the 15th floor, building B, Fubang Plaza, No. 66 Xingning Road, Yinzhou District, Ningbo in the morning of April 1. The meeting was presided over by Mr. Chen Wei, the chairman of the board of directors. Nine directors should be present at the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was in line with the relevant provisions of the company law and the articles of association. This meeting is legal and valid. After careful deliberation by all directors, the following proposals were adopted: I. the work report of the board of directors of the company in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Reviewed and approved the work report of the general manager of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstaining.
3、 The annual report and summary of the company in 2021 were reviewed and adopted
See the company’s 2021 annual report and summary published on the same day for details.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the company’s 2021 annual financial statement report
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The company’s 2021 profit distribution plan was reviewed and approved
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated financial statements of the company in 2021 was 396104616 yuan, and the undistributed profit of the parent company at the end of 2021 was 3327302015 yuan. Since the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses is 332011190 yuan, the profitability of the company’s main business is relatively weak at this stage. Considering the current situation of the company’s industry, actual operation and the needs of industrial transformation and upgrading, it is not planned to carry out profit distribution or convert capital reserve into share capital in this year.
Voting results: 9 in favor, 0 against and 0 abstaining.
The independent directors expressed their independent opinions on this. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on the company’s provision for asset impairment in 2021
In accordance with the accounting standards for business enterprises and relevant accounting policies of the company, the company has conducted a comprehensive inventory and asset impairment test on the assets with signs of impairment in 2021, including accounts receivable, other receivables and other assets. In 2021, the company plans to withdraw -135100 yuan of various asset impairment reserves, including -135100 yuan of credit impairment loss, And correspondingly increased the net profit of the company in 2021 and the net assets attributable to the shareholders of the parent company.
Voting results: 9 in favor, 0 against and 0 abstaining.
The independent directors expressed their independent opinions on this.
7、 Deliberated and adopted the 2021 performance report of the audit committee of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstaining.
8、 The proposal on the renewal of the company’s 2022 financial audit and internal control audit institution was deliberated and adopted
For details, please refer to the announcement of Ningbo Fubang Jingye Group Co.Ltd(600768) on the renewal of accounting firm published by the company on the same day. The independent directors expressed their prior approval opinions and agreed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Reviewed and approved the 2021 annual internal control evaluation report of the company
For details, please refer to the Ningbo Fubang Jingye Group Co.Ltd(600768) 2021 annual internal control evaluation report published by the company on the same day. The independent directors expressed their independent opinions on this.
Voting results: 9 in favor, 0 abstention and 0 opposition.
10、 The proposal on the use of temporary idle funds for entrusted financial management by the company and its wholly-owned subsidiaries was deliberated and adopted
See the announcement of Ningbo Fubang Jingye Group Co.Ltd(600768) about the company and its wholly-owned subsidiaries using temporary idle funds for entrusted financial management published by the company on the same day for details. The independent directors expressed their independent opinions on this.
Voting results: 9 in favor, 0 against and 0 abstaining.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Deliberated and adopted the report on the work of independent directors of the company
Voting results: 9 in favor, 0 against and 0 abstaining.
12、 The proposal on the company’s wholly-owned subsidiary applying for comprehensive credit line from the bank in 2022 was deliberated and passed
In order to meet the business needs of the company’s wholly-owned subsidiary Ningbo Fubang Jingye Group Co.Ltd(600768) Jingye Trading Co., Ltd. (hereinafter referred to as “trading company”), the trading company plans to continue to apply for comprehensive credit lines from relevant banks in 2022. Specifically, it plans to apply for comprehensive credit lines from various banks as follows:
1. Apply to Industrial Bank Co.Ltd(601166) Ningbo Branch for a comprehensive credit line of RMB 50 million;
2. Apply to Ningbo Branch of Shanghai Pudong Development Bank for a comprehensive credit line of 15 million yuan; 3. Apply to Hua Xia Bank Co.Limited(600015) Ningbo Branch for a comprehensive credit line of RMB 10 million;
4. Apply to China Citic Bank Corporation Limited(601998) Ningbo Branch for a comprehensive credit line of RMB 10 million;
5. Apply to China Merchants Bank Co.Ltd(600036) Ningbo Branch for a comprehensive credit line of RMB 30 million.
In 2022, the company plans to apply for a total credit line of RMB 115 million from the above banks (including acceptance bills and other methods, and finally subject to the credit line actually approved by the banks). The specific financing amount will be determined according to the actual needs of the trading company’s working capital. And request the board of directors to approve and authorize the general manager of the company to sign all contracts, agreements and other legal documents related to financing within the above credit line on behalf of the company; And agree to sign the resolutions of the board of directors corresponding to the above financing as necessary in the specific handling process, and no longer hold another meeting of the board of directors to perform relevant procedures on the financing matters within the above credit scope.
Voting results: 9 in favor, 0 against and 0 abstaining.
13、 The proposal on the remuneration of directors, supervisors and senior managers in 2021 was deliberated and passed. The voting results: 9 in favor, 0 against and 0 abstaining.
14、 Deliberated and passed the proposal on adjusting the allowance of independent directors
See the announcement of Ningbo Fubang Jingye Group Co.Ltd(600768) on adjusting the allowance of independent directors published by the company on the same day for details. The independent directors expressed their independent opinions on this.
Mr. Yang Guang, Ms. Hua Xiuping and Ms. Hong Xiaoli, the independent directors of the company, avoided the voting. The voting results: 6 in favor, 0 against and 0 abstained.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Deliberated and passed the proposal on daily connected transactions of wholly-owned subsidiaries of the company
See the announcement of Ningbo Fubang Jingye Group Co.Ltd(600768) on daily connected transactions of wholly-owned subsidiaries published by the company on the same day for details. The independent directors expressed their prior approval opinions and agreed independent opinions.
Related directors Mr. Chen Wei, Mr. Song Lingjie, Mr. Wei huibing, Mr. Song Lingbo, Mr. Yue Peiqing and Mr. Xu Hailiang avoided voting.
Voting results: 3 in favor, 0 against and 0 abstaining.
16、 The proposal on holding the 2021 annual general meeting of shareholders of the company was deliberated and adopted
See the notice of Ningbo Fubang Jingye Group Co.Ltd(600768) on convening the 2021 annual general meeting of shareholders published by the company on the same day for details.
Voting results: 9 in favor, 0 against and 0 abstaining.
It is hereby announced.
Ningbo Fubang Jingye Group Co.Ltd(600768) board of directors April 2, 2022
