Securities code: Fujian Sunner Development Co.Ltd(002299) securities abbreviation: Fujian Sunner Development Co.Ltd(002299) Announcement No.: 2022016 Fujian Sunner Development Co.Ltd(002299)
Announcement of resolutions of the 7th Meeting of the 6th 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.
Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as “the company”) the seventh meeting of the sixth board of directors was held on the afternoon of April 20, 2022 in the conference room on the fourth floor of Shilipu company’s office building, Guangze County, Fujian Province. The meeting was convened and presided over by Fu Guangming, chairman of the company. The notice of the meeting was delivered to all directors by hand, fax, e-mail and other means on April 8, 2022 Supervisors and senior managers. Nine directors should attend the meeting, nine directors actually attended the meeting, and supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
The current independent directors of the company, Mr. He Xiurong, Mr. Wang Dong and Mr. Du Xingqiang, will make a report on the work of independent directors in Fujian Sunner Development Co.Ltd(002299) 2021 at this meeting and will report on their work at the 2021 general meeting of the company.
The meeting adopted the following resolutions by open ballot one by one:
1、 The 2021 general manager’s work report of the company was reviewed and approved. The voting result was: 9 in favor, 0 against and 0 abstention.
The report objectively and truly reflects the work and achievements of the general manager of the company in 2021 under the requirements of various resolutions of the board of directors, adhering to the business strategy of “raw + cooked” hyperbolic synchronous development, continuously optimizing the management level, and comprehensively implementing the cost reduction and efficiency increase scheme.
2、 Deliberated and adopted the work report of the board of directors of the company in 2021. The voting result was: 9 in favor, 0 against and 0 abstention.
In 2021, in strict accordance with the provisions of laws and regulations, normative documents and the articles of association, the board of directors of the company, in the attitude of being responsible to all shareholders, earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders, diligently carried out various work and promoted the sustainable, healthy and stable development of the company from the perspective of safeguarding the interests of the company and the rights and interests of the majority of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The company’s 2022 annual financial budget report was reviewed and approved. The voting result was: 9 in favor, 0 against and 0 abstention.
After deliberation, the company’s 2022 financial budget report is based on the principles of objectivity, realism, soundness and prudence, and is formulated after studying and analyzing the company’s operation, subsequent development strategy and industry conditions. The report truly, accurately and completely reflects the needs of the company, the contents and procedures prepared and disclosed meet the relevant requirements, and fully shows the development strategy, business planning, budget indicators and response measures of the company in 2022. It agrees with the financial budget report of the company in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The 2021 annual internal control evaluation report of the company was reviewed and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
According to the identification of major defects in the company’s internal control over financial reporting, the company has no major defects in the company’s internal control over financial reporting on the benchmark date of the internal control evaluation report; According to the requirements of the enterprise’s internal control standard system and relevant regulations, the company has an effective internal control system for financial reporting.
According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
For details, please refer to cninfo.com, the designated information disclosure media, on April 21, 2022（ http://www.cn.info.com.cn. ）Internal control evaluation report of Fujian Sunner Development Co.Ltd(002299) 2021 disclosed.
5、 The 2021 annual social responsibility report of the company was reviewed and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
In 2021, the company will actively protect the rights and interests of shareholders and creditors, safeguard the interests of employees, protect the rights and interests of suppliers, customers and consumers, adhere to the sustainable green circular economy industrial chain, effectively perform public relations and social public welfare undertakings, continue to practice public welfare, and promote the harmonious development of the company and society.
For details, please refer to cninfo.com, the information disclosure media designated by the company on April 21, 2022（ http://www.cn.info.com.cn. ）Disclosed Fujian Sunner Development Co.Ltd(002299) 2021 annual social responsibility report.
6、 The company’s 2021 annual report and its summary were reviewed and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
The preparation procedures of the full text of the company’s 2021 annual report and the summary of the company’s 2021 annual report comply with the provisions of relevant laws, regulations and normative documents. The contents of the report accurately reflect the company’s financial status and operating results. The information disclosed in the report is true, accurate and complete, and there are no false records, misleading statements or major omissions.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily or cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Full text of Fujian Sunner Development Co.Ltd(002299) 2021 annual report and summary of Fujian Sunner Development Co.Ltd(002299) 2021 annual report disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
Since Rongcheng Certified Public Accountants (special general partnership) has a team that can provide highly professional services and has relevant qualifications for securities industry, its audit team has served the company with due diligence for many years. In order to maintain the continuity of the company’s audit work and facilitate the smooth development of audit work by all parties, the company plans to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, The general meeting of shareholders is also requested to authorize the management to negotiate and determine the relevant audit fees in 2022 according to the actual business situation of the company and relevant standards.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）The announcement of Fujian Sunner Development Co.Ltd(002299) on reappointment of the company’s audit institution in 2022 (Announcement No.: 2022019) disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the company and its subsidiaries applying for credit lines from banks in 2022 was deliberated and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
According to the actual situation and the company’s capital arrangement, in order to meet the needs of the company’s production, operation and investment and construction, it is agreed that the company and its subsidiaries intend to apply for a total credit line of no more than RMB 14.7 billion from each bank in 2022 (the final credit line approved by each bank shall prevail). The specific financing amount will be determined according to the actual capital needs of the company and its subsidiaries for production and operation.
This proposal is valid from the date of deliberation and approval of this proposal at the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 In this meeting, when the affiliated directors Mr. Fu Guangming, Ms. Fu Xiangfang and Mr. Zhou Hong avoided voting, the remaining six unrelated directors attending the meeting deliberated and adopted the proposal on the estimated connected transactions of the company and its subsidiaries in 2022. The voting result was: 6 in favor, 0 against and 0 abstention.
Based on the production and operation needs of the company in 2022 and in accordance with the requirements of relevant laws, regulations and rules, the estimated amount and matters of related party transactions in 2022 are based on the principles of equality, voluntariness, equivalence and compensation. Its decision-making procedures are legal and effective, the transaction price is fair, and the approval procedures are compliant, which will not have an adverse impact on the company’s future financial status, operating results and independence, There are no circumstances damaging the interests of the company and shareholders. For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Announcement of Fujian Sunner Development Co.Ltd(002299) on related party transactions of the company and its subsidiaries in 2022 (Announcement No.: 2022020) disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The remuneration plan for directors, supervisors and senior managers of the company in 2022 was reviewed and approved. The voting result was: 9 in favor, 0 against and 0 abstention.
The company formulates the compensation plan for directors, supervisors and senior managers of the company in 2022 according to the actual operation, the salary standard and regional development level of senior managers of listed companies at the same level in the same industry. The plan effectively promotes the sustainable, stable and healthy development of the company and fully mobilizes the work enthusiasm and creativity of directors, supervisors and senior managers of the company. The details are as follows:
Annual basic salary (RMB 10000) performance bonus
Chairman 100.00 is determined according to the actual work of the year
General manager 80.00 is determined according to the actual work of the year
The deputy general manager 36.00-60.00 is determined according to the actual work of the year
The financial controller 50.40 is determined according to the actual work of the year
The Secretary of the board of directors 36.00 is determined according to the actual work of the year
Directors (refer to full-time directors) 8.00 shall be determined according to the actual work of the year
Supervisor (full-time supervisor) 12.00 is determined according to the actual work of the year
Independent director 8.00 is determined according to the actual work of the year
Note: if full-time directors and supervisors of the company hold other positions in the company at the same time, their basic salary is received in their unit or department and is not included in the scope of this table.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The self inspection form for the implementation of the company’s internal control rules was reviewed and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
In accordance with the relevant provisions and requirements of the company law, the standards for the governance of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, the company has formulated the self inspection form for the implementation of the company’s internal control rules.
12、 The proposal on using idle self owned funds for securities investment and derivatives trading was deliberated and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
The company’s securities investment and derivatives trading business this time complies with the relevant provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which is conducive to improving the efficiency of the company’s capital use, It is in the interests of the company and all shareholders to seek higher return on investment without affecting the development of the company’s daily business.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Announcement of Fujian Sunner Development Co.Ltd(002299) on securities investment and derivatives trading with idle self owned funds (Announcement No.: 2022021) disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on carrying out commodity futures hedging business in 2022 was deliberated and adopted. The voting result was: 9 in favor, 0 against and 0 abstention.
As raw materials, corn meal may have an important impact on the company’s operating performance. In order to effectively control the production cost of the company, slow down the market risk caused by the price change of raw materials and reduce the impact of the price fluctuation of raw materials on the normal operation of the company, the company plans to carry out commodity futures hedging business under the condition of strict risk control.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Disclosed Fujian Sunner Development Co.Ltd(002299) about 2
