Securities code: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) securities abbreviation: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) Announcement No.: 2022009 Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Announcement on the resolutions of the 12th meeting of the 4th 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
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as "the company") the 12th meeting of the 4th board of directors was held in the conference room on the second floor of the company on April 8, 2022 by means of on-site and communication. The meeting notice was sent to all directors by means of communication on March 29, 2022. The meeting was convened and presided over by Mr. Yu Yangchao, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 actually attended the meeting, including Mr. Fan Liping, Mr. Feng Zhan, Ms. Yu Liqin, Ms. Xie Nan, Mr. Li Zhengming and Mr. Wu Xiaoping. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting of the meeting shall comply with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The directors attending the meeting carefully considered the following proposals, and considered and adopted the following proposals by means of on-site voting and communication voting:
(I) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
For details of the company's 2021 annual report on the work of the board of directors, see the company's disclosure on cninfo.com.cn on the same day Relevant contents of "section III Management Discussion in analysis" and "section IV corporate governance" in the 2021 annual report.
Xie Nan, Wu Xiaoping and Li Zhengming, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the work report, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The report on the work of independent directors in 2021 (Xie Nan), the report on the work of independent directors in 2021 (Wu Xiaoping) and the report on the work of independent directors in 2021 (Li Zhengming) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the 2021 general manager's work report of the company was deliberated and adopted
The directors attending the meeting listened carefully to the work report of the general manager of the company in 2021 and believed that the report objectively and truly reflected the work of the company in implementing the board meeting, management and operation, and implementing various systems of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) the proposal on the company's 2021 annual report and its summary was deliberated and adopted
The procedures for the board of directors to prepare and review the full text and abstract of the 2021 annual report comply with laws, administrative regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company in 2021, and there are no false records, misleading statements or major omissions.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed annual report 2021 and summary of annual report 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company's 2021 annual financial statement report was deliberated and adopted
The board of Directors believes that the company's 2021 financial statement truly and objectively reflects the company's financial situation in 2021.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed the company's 2021 annual financial statement report.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on the company's 2021 annual internal control self-evaluation report was reviewed and approved. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Self evaluation report on internal control of the company in 2021 disclosed.
The independent directors of the company expressed their independent opinions on this matter. The recommendation institution issued special verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) the proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021 disclosed by the company.
The independent directors of the company have expressed their independent opinions on this proposal, the recommendation institution has issued special verification opinions, and the audit institution has issued an assurance report.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) the proposal on using idle raised funds for cash management was deliberated and adopted
In order to improve the use efficiency of the raised funds, the company and its subsidiaries intend to use the idle raised funds of 490 million yuan (including this amount) for cash management without affecting the normal progress of the investment projects of the raised funds and the safety of the raised funds, so as to better maintain and increase the value of the company's cash and protect the interests of the company's shareholders.
The independent directors gave their independent opinions on the matter, the board of supervisors gave their audit opinions, and the recommendation institution issued their verification opinions.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on cash management with idle raised funds disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) the proposal on using idle self owned funds for cash management was deliberated and adopted
Under the condition of ensuring that it does not affect the capital needs of the company's normal production and operation and business development, improve the use efficiency of the company's funds, so as to better maintain and increase the value of the company's cash, increase the company's income and protect the interests of the company's shareholders. There is no harm to the interests of the company and all shareholders. The company and its subsidiaries use idle self owned funds of no more than RMB 300 million (including this amount) for cash management, which is valid for 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above-mentioned limit and term, the funds can be recycled and used in a rolling manner.
The independent directors gave their independent opinions on the matter, the board of supervisors gave their audit opinions, and the recommendation institution issued their verification opinions.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on cash management using self owned idle funds disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on 2021 profit distribution plan was deliberated and adopted
The company's profit distribution plan for 2021 is as follows: no cash dividend, no bonus shares, no conversion of capital reserve into share capital, and the undistributed profit is carried forward to the next year.
All independent directors of the company expressed their independent opinions on this proposal.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
In order to maintain the continuity of the audit work, in accordance with the company law of the people's Republic of China, the articles of association and other relevant provisions, the board of directors of the company proposes to renew the appointment of Zhitong as the audit institution of the company in 2022 for one year. The independent directors of the company expressed their prior approval opinions and independent opinions on this proposal.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on reappointment of audit institutions in 2022 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on applying for comprehensive credit line from financial institutions in 2022 was deliberated and adopted. In order to meet the daily operating funds and business development needs of the company (including wholly-owned subsidiaries and holding subsidiaries) in 2022, the fund channels were actively expanded, The company plans to apply to financial institutions for comprehensive credit with a total line of no more than 40000 yuan in 2022 (including this number, which is finally subject to the comprehensive credit line actually approved by financial institutions).
The independent directors of the company expressed their independent opinions on this proposal.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on applying for comprehensive credit line from financial institutions in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on the prediction of external guarantee amount in 2022 was deliberated and adopted
In order to meet the daily operation and business development needs of the company (including wholly-owned subsidiaries and holding subsidiaries), the company expects to provide joint and several liability guarantee of no more than 300 million yuan when wholly-owned subsidiaries and holding subsidiaries apply for credit and loans to financial institutions in 2022,
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the forecast of external guarantee amount in 2022 disclosed by the company.
The independent directors of the company expressed independent opinions on this proposal, and the recommendation institution issued verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on related parties providing related party guarantee for the company and its subsidiaries to apply for credit line from financial institutions in 2022 was deliberated and adopted
In order to meet the capital needs of the production, operation and business development of the company and its subsidiaries, related parties provided related party guarantee for the credit line applied by the company's subsidiaries to the financial machine in 2022.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter, and the recommendation institution has issued the agreed verification opinions.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on related parties providing related party guarantee for the company and its subsidiaries applying for credit line to financial institutions in 2022. Voting results: 6 in favor, 0 against and 0 abstention. Related directors Yu Yangchao, Yu Liqin and Feng Zhan avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（14） The proposal on changes in accounting policies was deliberated and adopted
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on changes in accounting policies disclosed.
Independent directors expressed their opinions on the matter.
Voting results: 9 in favor, 0 against and 0 abstention.
（15） The company's annual salary plan was reviewed and approved on www.info.cn on the same day Announcement on the remuneration of directors, supervisors and senior managers in 2022 disclosed by the company.
Independent directors expressed their opinions on the matter.
Voting results: 5 in favor, 0 against and 0 abstention. Relevant directors have avoided voting when considering and confirming remuneration.
（16） The proposal on the remuneration plan of the company's directors in 2022 was deliberated and adopted
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the remuneration of directors, supervisors and senior managers in 2022 disclosed by the company.
Independent directors expressed their opinions on the matter.
Voting results: 0 for, 0 against and 0 abstention.
All directors have avoided voting and directly submitted to the general meeting of shareholders for deliberation.
（17） The proposal on the company's estimated amount of daily connected transactions in 2022 was reviewed and approved. According to the company's daily connected transactions in 2021 and in combination with the actual business needs of the company, the company expects the amount of daily connected transactions in 2022 to not exceed 3 million yuan.
The independent directors gave their prior approval opinions and agreed independent opinions on the matter, and the recommendation institution Citic Securities Company Limited(600030) issued the agreed verification opinions.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosure of the
