Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022017 Juneyao Grand Healthy Drinks Co.Ltd(605388)
Announcement of resolutions of the 15th meeting of the third board of supervisors
The board of supervisors and all supervisors 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 supervisors
Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company") the 15th meeting of the third board of supervisors was held by communication on April 19, 2022 due to the impact of the epidemic. The notice of this meeting was sent to all supervisors of the company by e-mail on April 8, 2022. The meeting was presided over by Mr. Lin Naiji, chairman of the board of supervisors. Three supervisors should attend the meeting and three supervisors actually attended the meeting. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Voting result: Yes: 3 votes; Against: 0; Vote: 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the financial final accounts report of 2021
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on 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 2021
On the 31st, the total share capital of the company was 430 million shares. Based on this calculation, the total cash dividend to be distributed was 94.6 million yuan (including tax); In 2021, the company did not convert capital reserve into share capital.
The board of supervisors believes that the company's profit distribution plan for 2021 complies with relevant laws, regulations and the articles of association, takes full account of the company's profitability, cash flow status, capital demand and other factors, is conducive to the sustainable, stable and healthy development of the company, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree on the company's profit distribution plan for 2021.
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 result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the annual report and summary of the company in 2021
The board of directors of the company has prepared the 2021 annual report in accordance with relevant laws and regulations and the stock listing rules of Shanghai Stock Exchange, combined with the actual situation of the company's operation in 2021. There are no false records, misleading statements or major omissions in the report.
The board of supervisors believes that the preparation and review procedures of the company's annual report 2021 and the summary of the annual report 2021 comply with laws, regulations and the provisions of the CSRC; The contents of the report truly, accurately and completely reflect the financial status and operating results of the company in 2021; Confirm that there are no false records, misleading statements or major omissions in the information contained in the 2021 annual report and the 2021 annual report summary, and bear individual and joint liabilities for the authenticity, accuracy and completeness of their contents.
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 result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the remuneration plan of the company's supervisors in 2022 and the confirmation of the implementation of the remuneration in 2021
In 2021, the total remuneration of supervisors was 489900 yuan. Combined with the characteristics of the industry and the actual operation of the company, in accordance with the company law of the people's Republic of China and other relevant laws and regulations, the Listing Rules of the stock exchange where the company's shares are listed and the provisions of the articles of association, the board of supervisors of the company has formulated the remuneration plan for the company's supervisors:
If a supervisor holds a post in the company, he / she agrees to be comprehensively determined according to the salary of his / her existing post in the company, according to the economic benefits of the company, according to his / her responsibilities and actual work performance, and with reference to the salary level of the company with the same industry scale and other factors. Supervisors who do not hold other specific positions in the company will not receive remuneration.
The board of supervisors believes that the remuneration plan of the company's supervisors is formulated according to the industry characteristics of the company and the actual operation of the company, and there is no behavior damaging the interests of the company and shareholders. We unanimously agree on the remuneration plan of the company's supervisors.
Voting results: 3 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on adjusting the estimated amount of some daily related party transactions in 2022 was deliberated and passed. In order to effectively ensure the development of the company's normal production and operation activities, 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.
The board of supervisors believes that the adjustment of the company's daily connected transactions in 2022 is expected to comply with relevant laws and regulations, follow the principles of fairness, impartiality and openness, meet the needs of the company's normal production and operation, be conducive to the development of the company's relevant main business, and there is no behavior damaging the interests of minority shareholders. We unanimously agree that the company will adjust its daily operational related party transaction plan in 2022.
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).
Voting results: 1 in favor, 0 against and 0 abstention.
Related supervisors Lin Naiji and Chen Yanqiu hereby withdraw from voting because they are related to the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
The board of supervisors believes that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the format of interim announcements No. 16 special report on the deposit and actual use of raised funds by listed companies, and there are no violations in the management and use of raised funds.
The contents of the special report on the deposit and actual use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
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).
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
(VIII) deliberated and passed the proposal on using some idle raised funds for cash management
The board of supervisors believes that the company and its holding subsidiaries' use of some idle raised funds for cash management this time will not affect the investment plan of raised funds, comply with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, and can improve the efficiency of the use of raised funds, Increase the income of the company and its holding subsidiaries.
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: 3 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on using some idle self owned funds for investment and financial management
The board of supervisors believes that the use of some idle self owned funds by the company and its holding subsidiaries for investment and financial management is conducive to the company and its holding subsidiaries to make full use of the temporarily idle self owned funds and further improve the efficiency of fund use. The company and its holding subsidiaries have established a relatively sound internal control system. On the premise of ensuring the daily operation and capital safety, the use of temporarily idle self owned funds for investment and wealth management will not affect the normal capital turnover needs of the company and its holding subsidiaries, the normal development of the main business of the company and its holding subsidiaries, and there will be no damage to the interests of the company, its holding subsidiaries and all shareholders, especially small and medium-sized shareholders, Relevant approval procedures comply with laws and regulations and the articles of association.
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: 3 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) deliberated and passed the proposal on using some idle self owned funds for cash management and related party transactions
The board of supervisors believes that the company's use of some idle self owned funds for cash management and related party transactions is conducive to the company to make full use of the temporarily idle self owned funds and further improve the efficiency of fund use. The company has established a relatively sound internal control system. On the premise of ensuring the daily operation and capital safety, the company uses some idle self owned funds to purchase financial products from the related party Shanghai Aijian Trust Co., Ltd., which will not affect the normal needs of the company's daily capital turnover, the normal development of the company's main business, and there will be no damage to the interests of the company and all shareholders, especially minority shareholders, Relevant approval procedures comply with laws and regulations and the articles of association.
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).
Voting results: 1 in favor, 0 against and 0 abstention
Related supervisors Lin Naiji and Chen Yanqiu hereby withdraw from voting because they are related to the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on using part of its own funds to carry out financial service business and related party transactions was deliberated and adopted
The board of supervisors believes that: on the premise of ensuring the daily operation and capital safety, the company and its holding subsidiaries use part of their own funds to carry out continuous deposit and loan and other financial services with its related party Shanghai Huarui Bank Co., Ltd., which will not affect the normal capital turnover needs of the company and its holding subsidiaries, the normal development of the main business of the company and its holding subsidiaries, and will not damage the company For the interests of holding subsidiaries and all shareholders, especially small and medium-sized shareholders, the relevant approval procedures comply with the provisions of laws and regulations and the articles of association. 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).
Voting results: 1 in favor, 0 against and 0 abstention
Related supervisors Lin Naiji and Chen Yanqiu hereby withdraw from voting because they are related to the proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
The board of supervisors agreed to amend the rules of procedure of the board of supervisors. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the system.
Voting results: 3 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Juneyao Grand Healthy Drinks Co.Ltd(605388) board of supervisors April 20, 2022
