Securities code: Chacha Food Company Limited(002557) securities abbreviation: Chacha Food Company Limited(002557) Announcement No.: 2022017
Bond Code: 128135 bond abbreviation: Qiaqia convertible bond
Chacha Food Company Limited(002557)
Announcement of the resolution of the 20th meeting of the 5th 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
Chacha Food Company Limited(002557) (hereinafter referred to as “the company”) the 9th meeting of the 5th board of directors was notified to all directors in writing and e-mail on April 1, 2022, and was held in the conference room on the fourth floor of the company by means of on-site and communication voting on April 11, 2022. Seven directors should be present at the meeting, and the actual number of directors present at the meeting is seven, which is in line with the quorum for convening the meeting of the board of directors. The meeting was presided over by the chairman of the company, Mr. Chen Xianbao, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
After careful deliberation and effective voting by the directors attending the meeting, the following resolutions are formed:
(I) the meeting deliberated and adopted the proposal on the annual report and summary of 2021 of the company with 7 affirmative votes, 0 negative votes and 0 abstention votes;
See www.cninfo.com for the full text of the annual report info. com. cn.， The summary of the annual report was published in the securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn. Come on.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(II) the proposal on the 2021 annual work report of the board of directors of the company was deliberated and adopted at the meeting with 7 affirmative votes, 0 negative votes and 0 abstention votes;
For the work report of the board of directors in 2021, please refer to www.cninfo.com info. com. cn. Section III “discussion and analysis of operation” in the company’s annual report 2021;
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(III) the meeting deliberated and adopted the company’s proposal on the work report of independent directors in 2021 by 7 votes in favor, 0 against and 0 abstention;
See http://www.cninfo.com.cn for details of the 2021 annual report of independent directors info. com. cn.， Independent directors will report on their work at the 2021 annual general meeting of shareholders.
(IV) the meeting deliberated and adopted the company’s proposal on the work report of the general manager in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention votes;
(V) the meeting deliberated and adopted the proposal on the company’s financial statement report for 2021 by 7 votes in favor, 0 against and 0 abstention;
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(VI) the proposal on the company’s profit distribution plan for 2021 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention;
According to the audit of Rongcheng Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated accounting statements of the company in 2021 is 92866065726 yuan, and the net profit of the parent company is 66928733544 yuan. After deducting 0 yuan of legal surplus reserve, plus 114152123553 yuan of annual undistributed profit, minus 40430553840 yuan of distributed profit in 2021, The profit available for distribution to investors at the end of the period was 140650303257 yuan.
In view of the good profitability of the company in 2021, in order to repay shareholders and share the operating results of the company’s rapid development with all shareholders, according to the company law, the articles of association and other relevant laws and regulations, the profit distribution plan of the company in 2021 is to distribute cash of 8.5 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 507 Shandong Denghai Seeds Co.Ltd(002041) shares as of December 31, 2021, The total cash dividend is 42928647350 yuan (at present, the company has repurchased 1959131 treasury shares and will not participate in the dividend distribution). No bonus shares will be given and no accumulation fund will be converted into share capital. The remaining undistributed profits after this dividend distribution are carried forward to the next year. If the total share capital of the company changes due to the conversion of convertible bonds into shares and other reasons before the implementation of the distribution plan, the total distribution amount shall be adjusted accordingly according to the principle of unchanged distribution proportion.
Independent directors expressed independent opinions and agreed to the company’s profit distribution plan for 2021; See www.cninfo.com for details info. com. cn.。
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval. This proposal is a special resolution of the general meeting of shareholders, which needs to be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(VII) the meeting deliberated and adopted the company’s proposal on the self evaluation report on internal control in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention votes;
The company’s 2021 internal control self-evaluation report and the opinions of the board of supervisors and independent directors are detailed on www.cninfo.com info. com. cn.。
(VIII) the meeting deliberated and adopted the special report on the deposit and use of the company’s raised funds in 2021 by 7 votes in favor, 0 against and 0 abstention;
See the announcement disclosed on the same day for the company’s special report on the deposit and use of raised funds in 2021. Independent directors, board of supervisors, recommendation agencies and accounting firms of the company have expressed their opinions on this report. For details, please refer to www.cninfo.com info. com. cn.。
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(IX) the meeting deliberated and adopted the company’s proposal on the prediction of daily connected transactions in 2022 by 4 votes in favor, 0 against and 0 abstention;
See the announcement disclosed on the same day for the company’s announcement on the forecast of daily connected transactions in 2022. Ms. Chen baomei and Mr. Chen Xianqi, the affiliated directors, withdrew from the voting.
The independent directors of the company expressed their opinions. See www.cninfo.com for details info. com. cn.。
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(x) the meeting deliberated and adopted the company’s proposal on renewing the appointment of audit institutions in 2022 by 7 votes in favor, 0 against and 0 abstention;
According to the proposal of the audit committee, it is proposed to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
Independent directors approved the above matters in advance and expressed independent opinions. See www.cninfo.com for details info. com. cn.。 See the announcement disclosed on the same day for the company’s announcement on renewing the appointment of accounting firms.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
（11） The meeting deliberated and adopted the company’s proposal on using some idle raised funds to purchase financial products with 7 affirmative votes, 0 negative votes and 0 abstention votes;
In order to improve the use efficiency of idle funds and increase the company’s cash management income, according to the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the Shenzhen Stock Exchange’s guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the company plans to use idle raised funds of no more than 1.3 billion yuan to purchase principal guaranteed financial products in a timely manner, Within the limit, authorize the management to handle the implementation and other related matters. For details, see the announcement on using some idle raised funds to purchase financial products disclosed by the company on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（12） The proposal on using self owned funds for investment and financial management of the company was deliberated and adopted at the meeting with 7 affirmative votes, 0 negative votes and 0 abstention votes;
In order to improve the use efficiency of the company’s own funds and create a better return on investment for the company and shareholders, the company or the company’s holding subsidiaries intend to invest and Finance with their own funds of no more than RMB 1.7 billion. The board of directors authorizes the general manager of the company to exercise decision-making power within the above limit, and the investment period of short-term financial products of a single bank shall not exceed one year; The authorization period shall be valid within 1 year from the date of adoption of the resolution of the board of directors; For details, see the announcement on investment and financial management with self owned funds disclosed by the company on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（13） The meeting deliberated and adopted the company’s proposal on providing guarantee to subsidiaries in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention votes;
Due to the financing needs of the operation and development of the company’s wholly-owned subsidiaries, according to the articles of association and the external guarantee management system, the company plans to provide guarantees for the loans of the wholly-owned subsidiaries, and plans to continue to provide guarantees with a total amount of no more than RMB 400 million to the wholly-owned subsidiaries in 2022. See the announcement on providing guarantees to subsidiaries in 2022 disclosed by the company on the same day for details;
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（14） The meeting deliberated and adopted the company’s proposal on applying for comprehensive bank credit line in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention votes;
In order to meet the company’s production and operation needs and improve the company’s operating efficiency, according to the arrangement of the company’s financial department on the capital plan, combined with the company’s financial situation and business needs, the company plans to continue to apply for a comprehensive credit line with a total amount of no more than 1.5 billion yuan from the commercial bank in 2022. The above credit line is from the date of signing the loan contract between the company and the bank to the date of holding the annual general meeting in 2022, The business scope includes but is not limited to working capital loans, acceptance bills, letters of credit, project loans, etc.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（15） The meeting deliberated and adopted the proposal on the remuneration scheme of directors and senior managers in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention
According to the articles of association, in combination with the actual situation of the company’s business scale and with reference to the salary level of the industry, the company formulates the salary plan for directors and senior managers in 2022.
Independent directors expressed independent opinions on the remuneration plan for directors and senior managers in 2022. For details of the announcement on the remuneration scheme of directors, supervisors and senior managers in 2022, please refer to the company’s designated information disclosure media cninfo (www.cn. Info. Com. CN.).
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
（16） The proposal on the remuneration management system for directors, supervisors and senior managers was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention;
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Remuneration management system for directors, supervisors and senior managers.
The independent directors of the company have expressed independent opinions on this, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（17） The meeting deliberated and adopted the company’s proposal on Amending the articles of association with 7 affirmative votes, 0 negative votes and 0 abstention votes;
In order to meet the business development and operation needs of the company and in combination with the requirements of current laws, regulations and normative documents, the business scope and other relevant provisions of the articles of association are hereby modified.
For details, see http://www.cn.info.com.cn.cn on the same day According to the revision comparison table of the articles of Association published in the company, this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
（18） The meeting deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders with 7 affirmative votes, 0 negative votes and 0 abstention votes;
In accordance with the requirements of laws, regulations and normative documents such as the articles of association and the rules of the general meeting of shareholders of listed companies, the rules of procedure of the general meeting of shareholders were revised, and the board of directors agreed that the company should make corresponding amendments to the rules of procedure of the general meeting of shareholders.
For details, see http://www.cn.info.com.cn.cn on the same day Comparison table of amendments to the rules of procedure of the general meeting of shareholders of the company published. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
（19） The meeting deliberated and adopted the company’s proposal on the 2021 annual social responsibility report with 7 affirmative votes, 0 negative votes and 0 abstention votes;
（20） The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders of the company with 7 affirmative votes, 0 negative votes and 0 abstention votes;
In accordance with the relevant provisions on convening the general meeting of shareholders in the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, the board of directors of the company plans to convene the 2021 annual general meeting of shareholders in the company’s conference room at 10:00 a.m. on Wednesday, May 18, 2022; For details, see the notice on convening the 2021 annual general meeting of shareholders disclosed by the company on the same day.
3、 Documents for future reference
(I) resolutions of the 20th meeting of the 5th board of directors of the company;
(II) independent opinions of the company’s independent directors on matters related to the resolutions of the 20th meeting of the Fifth Board of directors;
(IV) Guoyuan Securities Company Limited(000728) special verification opinions on the deposit and use of the company’s raised funds in 2021, special opinions on matters related to the use of raised funds, and verification opinions on the self-evaluation report of internal control in 2021;
(V) the assurance report of Rongcheng Certified Public Accountants (special general partnership) on the deposit and use of the company’s raised funds in 2021 and the special audit report on the occupation of funds by the company’s controlling shareholders and other related parties in 2021.
It is hereby announced.
Chacha Food Company Limited(002557) board of directors 20
