Securities code: 300973 securities abbreviation: Ligao Foods Co.Ltd(300973) Announcement No.: 2022-007
Announcement on resolutions of the 17th meeting of the second 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 of board meeting
1、 Convening of board meeting
The 17th meeting of the second board of directors of Ligao Foods Co.Ltd(300973) (hereinafter referred to as "the company") was held on
On January 10, 2022, the meeting was held in the company's conference room in the form of on-site combined communication, and the meeting notice was given on January 1, 2022
It shall be delivered in writing, telephone and e-mail on April 4. Mr. Peng Yuhui, chairman of the board of directors, presided over the meeting. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The convening and convening of this meeting comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on investing in the construction of Ligao Foods Co.Ltd(300973) headquarters base project and signing the project input-output supervision agreement was reviewed and approved
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on investing in the construction of Ligao Foods Co.Ltd(300973) headquarters base project and signing the project input-output supervision agreement (Announcement No.: 2022-002).
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
It is agreed that the company will temporarily supplement the working capital with idle raised capital of no more than 250000000.00 yuan on the premise of ensuring the normal progress of the construction of the investment project with raised capital. The service life shall not exceed 12 months, and will be returned to the special account for raised capital at the expiration of the term.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2022-003).
Voting results: 6 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the matter; The recommendation institution shall issue a notice on the matter
The agreed verification opinions are shown in the table.
(III) the proposal on CO selecting Mr. Zhao Songtao as the vice chairman of the second board of directors of the company was deliberated and adopted
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on resignation of CO elected vice chairman and Deputy General Manager (Announcement No.: 2022-004).
Voting results: 6 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on adjusting the remuneration scheme of the chairman and vice chairman of the company
According to the actual situation of the company's operation and development, after Mr. Peng Yuhui, chairman of the company, and Mr. Zhao Songtao, vice chairman of the company resigned from their management positions, they shifted their focus from daily operation and management to the company's strategic planning and resource integration. Based on the important role played by the chairman and vice chairman in the company's operation, The company adjusted the remuneration scheme of the second chairman and vice chairman. After adjustment, the remuneration scheme of all members of the board of directors is as follows: 1. The chairman and vice chairman: adopt the annual salary system, the annual salary = basic annual salary + performance bonus, the basic annual salary is paid monthly, and the performance bonus is combined with the company's annual business indicators After comprehensive evaluation of the completion of annual performance appraisal and other factors, it shall be distributed uniformly.
2. Independent director: 100000 yuan / year
3. Other directors: those who hold other management positions in the company shall receive remuneration according to their positions; Directors who do not hold other positions in the company shall not receive remuneration in the company.
4. Other provisions
(1) The above salaries are pre tax, and the individual income tax payable shall be withheld and paid by the company.
(2) If the chairman and vice chairman of the company leave office due to re-election, resignation within the term of office and other reasons, they shall be calculated and distributed according to their actual term of office.
(3) The remuneration plan of the chairman and vice chairman of the company shall be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 4 in favor, 0 against, 0 abstention and 2 avoidance. The directors, Mr. Peng Yuhui and Mr. Zhao Songtao, avoided voting on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) the proposal on the application of the company and its wholly-owned subsidiaries for comprehensive credit line from banks was reviewed and approved, and the company and its wholly-owned subsidiaries were agreed to apply for comprehensive credit line not exceeding RMB 400000000.00 from China Citic Bank Corporation Limited(601998) Guangzhou Branch, China Merchants Bank Co.Ltd(600036) Guangzhou Tianhe sub branch, China Construction Bank Corporation(601939) Guangzhou Tianhe sub branch, Zhejiang Changxing rural commercial bank Co., Ltd., Agricultural Bank Of China Limited(601288) Guangzhou Panyu sub branch, The credit term is one year from the date of deliberation and approval by the board of directors. Comprehensive credit extension includes but is not limited to working capital loan, project capital loan, bank acceptance bill, letter of guarantee, factoring, opening letter of credit, documentary bill, transaction financing, bill discount, financial leasing and other comprehensive credit extension businesses. Within the credit term, the credit line can be recycled. Authorize the chairman or his designated authorized agent to sign contracts, agreements, vouchers and other legal documents related to credit within the above comprehensive credit line according to the actual operation of the company, and go through relevant procedures.
Voting results: 6 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on Amending the articles of association
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on Amending the articles of association and related systems (Announcement No.: 2022-005).
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Rules of procedure of the general meeting of shareholders.
Voting results: 6 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 Amending the rules of procedure of the board of directors
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Rules of procedure of the board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and adopted the proposal on Amending the working rules of independent directors
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Detailed rules for the work of independent directors.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(x) the proposal on Amending the related party transaction management system was deliberated and adopted
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Related party transaction management system.
Voting results: 6 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 Revising the foreign investment management system was deliberated and adopted
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Foreign investment management system.
Voting results: 6 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 Revising the external guarantee management system was deliberated and adopted
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Foreign guarantee management system.
Voting results: 6 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 proposal on Revising the working rules of the general manager was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（14） The proposal on Amending the working rules of the Secretary of the board of directors was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（15） The proposal on Amending the working rules of the audit committee was considered and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（16） The proposal on Revising the working rules of the remuneration and assessment committee was considered and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（17） Deliberated and adopted the proposal on Amending the working rules of the nomination committee
Voting results: 6 in favor, 0 against and 0 abstention.
（18） The proposal on Revising the working rules of the strategy committee was considered and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（19） The proposal on Revising the internal audit system was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（20） The proposal on Revising the financial management system was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（21） The proposal on Amending the investor relations management system was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（22） The proposal on Revising the raised funds management system was deliberated and adopted
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Management system for raised funds.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（23） The proposal on Revising the information disclosure management system was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention.
（24） The proposal on formulating the registration and management system for insiders was considered and adopted. The voting results were: 6 in favor, 0 against and 0 abstention.
（25） The proposal on convening the first extraordinary general meeting in 2022 was deliberated and adopted. The company held the first extraordinary general meeting in 2022 on Wednesday, January 26, 2022. The shareholders' meeting adopted the combination of on-site voting and online voting, and the equity registration date was January 19, 2022.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006).
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 17th meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 17th meeting of the second board of directors of the company. It is hereby announced.
Ligao Foods Co.Ltd(300973) board of directors
