Securities code: Berry Genomics Co.Ltd(000710) securities abbreviation: Berry Genomics Co.Ltd(000710) Announcement No.: 2022016 Berry Genomics Co.Ltd(000710)
Announcement on the resolutions of the 16th meeting of the ninth 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、 Convening:
The 16th meeting of the 9th board of directors of Berry Genomics Co.Ltd(000710) (hereinafter referred to as “the company” and ” Berry Genomics Co.Ltd(000710) “) was held in the conference room on the 8th floor, building 5, yard 4, shengshengyuan Road, Changping District, Beijing on April 14, 2022 in the form of on-site meeting and communication meeting. The meeting notice was sent to all directors by email on April 11, 2022. All directors present at the meeting were aware of the necessary information related to the matters discussed. The board meeting was presided over by the chairman, Mr. Gao Yang. The Secretary of the board of directors and securities affairs representative attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations:
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the company’s 2021 annual report is detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The detailed contents of the announcement, the summary of 2021 annual report (Announcement No.: 2022018) disclosed in the announcement, are detailed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Deliberated and adopted the report of the first quarter of 2022
Voting results: 9 in favor, 0 against and 0 abstention.
The company’s report for the first quarter of 2022 is detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on (Announcement No.: 2022019).
3. Deliberated and adopted the financial final accounts report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The detailed contents of the company’s 2021 annual financial statement are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
During the reporting period, the board of directors of the company diligently carried out all work in strict accordance with the company law of the people’s Republic of China, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws, regulations and normative documents, and successfully completed the replacement of the board of directors. All directors are responsible and diligent in completing the work of the board of directors.
The company’s 2021 annual work report of the board of directors is detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement. Independent directors Wang Xiuping, Li Guangchao and Wang Sijia 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. For the specific contents of the report on the work of independent directors, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and adopted the 2021 general manager’s work report
Voting results: 9 in favor, 0 against and 0 abstention.
The specific contents of the company’s 2021 general manager’s work report are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement.
6. Deliberated and adopted the self-evaluation report on internal control in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter. For details, see the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosure announcement.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on the provision for asset impairment in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors approved the proposal of the company to withdraw the provision for asset impairment in 2021. The board of Directors believes that the provision for impairment this time is in line with the actual situation of the company’s assets and relevant policies and regulations. After the provision for asset impairment is made, the company can more fairly reflect the company’s asset status and make the company’s accounting information on asset value more authentic, reliable and reasonable. The independent directors of the company expressed their independent opinions on this matter. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on (Announcement No.: 2022020). 8. Deliberated and passed the proposal on hiring audit institutions in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to employ Shanghui accounting firm (special general partnership) as the company’s audit institution in 2022 to be responsible for the company’s financial audit and internal control audit in 2022 for one year, and requested the general meeting of shareholders to authorize the company’s management to follow the market fair and reasonable pricing principle and refer to the cost standard in 2021, Negotiate with Shanghai accounting firm (special general partnership) to determine the remuneration for audit work in 2022. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this matter. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement of disclosure (Announcement No.: 2022021).
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. Deliberated and passed the proposal on daily connected transactions expected in 2022
Voting results: 6 in favor, 0 against and 0 abstention.
The board of directors agreed to the proposal on the expected daily connected transactions in 2022. The board of Directors believes that the above proposal meets the needs of the company’s daily operation and will not have a significant impact on the company’s financial status, operating results and independence, and the company’s main business will not rely on related parties due to related party transactions. The company’s prediction of daily connected transactions in 2022 refers to the actual situation of similar daily connected transactions in the early stage, follows the principles of fairness, openness, fairness and rationality, and has business continuity.
During the deliberation of the above proposal by the board of directors, the affiliated directors Mr. Zhou Daixing, Mr. Wang Junfeng and Ms. Wang Hongxia avoided voting, and the independent directors issued their independent opinions approved and agreed in advance. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022022) disclosed on the.
9. Deliberated and approved the plan for profit distribution in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
Comprehensively considering the company’s operation and financial situation and in combination with the development plan for 2022, the company expects to expand the company’s upstream and downstream business lines through investment and other means in the next 12 months and continue to improve the company’s internal management structure (the company will timely submit it to the board of directors or the general meeting of shareholders for deliberation according to the importance of relevant matters). The company plans not to distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021.
The independent directors of the company expressed their independent opinions on this matter. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on (Announcement No.: 2022023).
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries
Voting results: 9 in favor, 0 against and 0 abstention.
Beijing beiruihekang Biotechnology Co., Ltd. (hereinafter referred to as “Beijing Beirui”), a wholly-owned subsidiary of the company, applied to Bank Of Ningbo Co.Ltd(002142) Beijing Branch for a comprehensive credit of no more than RMB 100 million. In order to ensure that all creditor’s rights within the above credit line can be paid off, the board of directors of the company agrees that the company will provide joint and several liability guarantee for all debts formed by Beijing Berry’s use of the above credit line and sign the maximum guarantee contract. The independent directors of the company expressed their independent opinions on this matter. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on (Announcement No.: 2022024).
11. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The company plans to hold the 2021 annual general meeting of shareholders on May 9, 2022 to consider relevant matters. For details, please refer to the company’s securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement disclosed on (Announcement No.: 2022025).
It is hereby announced.
Berry Genomics Co.Ltd(000710) board of directors April 14, 2022
