Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022016 Juneyao Grand Healthy Drinks Co.Ltd(605388)
Announcement on the resolution of the 17th meeting of the Fourth 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.
1、 Meetings of the board of directors
Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company") the 17th meeting of the Fourth Board of directors was held by communication on April 19, 2022 due to the impact of the epidemic. The notice of this meeting was sent to all directors of the company by e-mail on April 8, 2022. The meeting was presided over by Mr. Wang Junhao, chairman of the company. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and adopted the proposal on the work report of the board of directors in 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.
(III) deliberated and adopted the proposal on the performance report of the audit committee in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 performance report of Juneyao Grand Healthy Drinks Co.Ltd(605388) audit committee.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the work report of independent directors in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the financial statement report of 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.
(VI) deliberation and approval of the proposal on the profit distribution plan for 2021
The company's profit distribution plan for 2021: it is proposed to distribute a cash dividend of 2.20 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the date of equity distribution. As of December 31, 2021, the total share capital of the company is 430 million shares. Based on this calculation, the total cash dividend to be distributed is 94.6 million yuan (including tax); In 2021, the company did not convert capital reserve into share capital.
The profit distribution plan is conducive to taking into account the growth of business scale and profit scale, improving the operation and use efficiency of the company's assets, better protecting shareholders' rights and interests, and realizing the sustainable development of the company and maximizing shareholders' interests.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on 2021 annual profit distribution plan (Announcement No.: 2022018).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their consent to this.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the company's 2021 annual report and summary
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2021 and summary of annual report of Juneyao Grand Healthy Drinks Co.Ltd(605388) 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.
(VIII) deliberated and passed the proposal on the 2022 annual salary plan of the company's directors and senior managers and the confirmation of the implementation of 2021 annual salary
In 2021, the total remuneration of directors and senior executives was 154452 million yuan. In order to ensure that the directors and senior managers of the company fulfill their corresponding responsibilities and obligations and protect the labor rights and interests of directors and senior managers, the company has formulated the remuneration plan for directors and senior managers in 2022 in accordance with the Juneyao Grand Healthy Drinks Co.Ltd(605388) articles of association, in combination with the actual situation of the company's business scale and with reference to the remuneration level of the industry.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this.
The remuneration of directors in this proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on internal control evaluation report in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this.
(x) deliberated and passed the proposal on renewing the appointment of accounting firms
The company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company and its subsidiaries in 2022 for a period of one year.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on the renewal of accounting firm (Announcement No.: 2022019).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors approved the proposal in advance and expressed their agreed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on adjusting the estimated amount of some daily connected transactions in 2022 was deliberated and adopted
In order to effectively ensure the normal production and operation activities of the company, the company plans to adjust the total amount of related party transactions with related parties in 2022 to no more than 73 million yuan. The daily related party transactions have no adverse impact on the company's sustainable operation ability, profit and loss and asset status, and the company has not formed a large dependence on related parties.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on adjusting the estimated amount of some daily connected transactions in 2022 (Announcement No.: 2022020).
Related directors Wang Junhao, Jiang Hailong, you Yongshi and Zhu Xiaoming hereby abstain from voting because they are related to the proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors approved the proposal in advance and expressed their agreed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） Deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
The sponsor Guotai Junan Securities Co.Ltd(601211) , Aijian Securities Co., Ltd. issued verification opinions, and Dahua Certified Public Accountants (special general partnership) issued a special assurance report for this purpose.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report of Juneyao Grand Healthy Drinks Co.Ltd(605388) on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022021) and relevant announcement documents.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this.
（13） The proposal on using some idle raised funds for cash management was reviewed and passed. In order to improve the use efficiency of the company's raised funds and make rational use of the idle raised funds, the company and its holding subsidiaries intend to use the idle raised funds of no more than 600 million yuan to purchase low-risk and principal guaranteed products on the premise of ensuring the safety of the company's funds and not affecting the construction of the investment projects of the raised funds, The use period of the above funds shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. The company and its holding subsidiaries can make rolling investment within the use period and amount. After this authorization takes effect, the previous authorization will be overwritten.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on using some idle raised funds for cash management (Announcement No.: 2022022).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（14） The proposal on using some idle self owned funds for investment and financial management was reviewed and passed. In order to improve the use efficiency of the company's and its holding subsidiaries' self owned funds and make rational use of idle self owned funds, the company and its holding subsidiaries intend to use idle self owned funds of no more than 500 million yuan to purchase financial products, trust products Funds, bonds and other products. The use period of the above-mentioned funds shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. The company and its holding subsidiaries can use them on a rolling basis within the use period and amount. After this authorization takes effect, it will overwrite the previous authorization to use idle self owned funds for cash management.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on using some idle self owned funds for investment and financial management (Announcement No.: 2022023).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on this.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（15） Deliberated and passed the proposal on using some idle self owned funds for cash management and related party transactions
In order to further improve the use efficiency of idle self owned funds, on the premise of not affecting the company's daily business activities and ensuring the safety and liquidity of funds, the company plans to use idle self owned funds to purchase financial products issued by Shanghai Aijian Trust Co., Ltd., with a transaction limit of no more than RMB 300 million, which can be used in rolling within the above limit, and the service life is valid within one year from the date of deliberation and approval by the general meeting of shareholders. After this authorization takes effect, the previous authorization will be overwritten.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on using some idle self owned funds for cash management and related party transactions (Announcement No.: 2022024).
Related directors Wang Junhao, Jiang Hailong, you Yongshi and Zhu Xiaoming hereby abstain from voting because they are related to the proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors approved the proposal in advance and expressed their agreed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（16） Deliberated and passed the proposal on using part of its own funds to carry out financial service business and related party transactions
In order to further improve the use efficiency of its own funds, on the premise of not affecting the daily business activities of the company and its holding subsidiaries and ensuring the safety and liquidity of funds, the company and its holding subsidiaries intend to use their own funds to carry out continuous deposit and loan and other financial services with Shanghai Huarui Bank Co., Ltd., with a transaction limit of no more than 300 million yuan, which can be used in rolling within the above limit, The service life is valid within 1 year from the date of deliberation and approval by the general meeting of shareholders. After this authorization takes effect, the previous authorization will be overwritten.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on using part of its own funds to carry out financial service business and related party transactions (Announcement No.: 2022025).
Related directors wangjunhao, jianghailong, youyongshi and zhuxiaoming hereby withdraw from voting because they are related to the proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors approved the proposal in advance and expressed their agreed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（17） The proposal on Amending the articles of association and handling the industrial and commercial change registration was reviewed and passed. The company revised some provisions of the articles of association in accordance with the provisions of the company law, the guidelines for the governance of listed companies and other laws, administrative regulations, departmental rules and normative documents, and in combination with the actual situation of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Juneyao Grand Healthy Drinks Co.Ltd(605388) on Amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022026).
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.
（18） Deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders
The board of directors agreed to amend the rules of procedure of the general meeting of shareholders. See the website of Shanghai Stock Exchange (www.sse. Com) for details of the system
