Securities code: Anji Foodstuff Co.Ltd(603696) securities abbreviation: Anji Foodstuff Co.Ltd(603696) Announcement No.: 2022007
Announcement on the resolutions of the 6th meeting of the 4th 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
Anji Foodstuff Co.Ltd(603696) (hereinafter referred to as "the company") the sixth meeting of the Fourth Board of directors was held on the 5th floor of the company's office building on April 20, 2022 by means of on-site combined communication. The notice of the meeting was sent to all directors by telephone, e-mail and in writing on April 10, 2022. There are 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting was held in accordance with the company law of the people's Republic of China and the Anji Foodstuff Co.Ltd(603696) articles of association. The meeting was presided over by Chairman Lin Xiaofang and attended by Mr. Chen Yongan, senior management of the company.
2、 Deliberations of the board meeting
1. The proposal on the review of the company's 2021 annual financial statement report was deliberated and adopted
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
2. The proposal on reviewing the annual report and summary of the company in 2021 was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
3. The proposal on reviewing the company's profit distribution plan for 2021 was reviewed and approved
It is proposed to distribute every 10 shares to all shareholders based on the total number of 235200000 shares at the end of 2021
The cash dividend is 1.25 yuan (tax included), and a total of 29400000 yuan (tax included) is distributed, with the rest
The undistributed profit is 3556832266 yuan, which is carried forward to subsequent years.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. Independent directors have expressed their consent.
Voting results: 7 in favor, 0 abstention and 0 opposition.
4. The proposal on the review of the company's internal control evaluation report in 2021 was reviewed and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details. Independent directors have expressed their consent. Voting results: 7 in favor, 0 abstention and 0 opposition.
5. The proposal on reviewing the 2021 annual work report of the general manager was reviewed and adopted
Voting results: 7 in favor, 0 abstention and 0 opposition.
Securities code: Anji Foodstuff Co.Ltd(603696) securities abbreviation: Anji Foodstuff Co.Ltd(603696) Announcement No.: 2022007
6. The proposal on reviewing the 2021 annual work report of the board of directors was reviewed and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
7. The proposal on reviewing the 2021 annual report of independent directors was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
The shareholders' meeting will hear this proposal.
Voting results: 7 in favor, 0 abstention and 0 opposition.
8. The proposal on reviewing the 2021 annual work report of the audit committee was considered and adopted
Voting results: 7 in favor, 0 abstention and 0 opposition.
9. The proposal on reviewing the company's 2022 annual financial budget report was reviewed and passed
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
10. The proposal on reviewing the company's business plan for 2022 was reviewed and adopted
Voting results: 7 in favor, 0 abstention and 0 opposition.
11. The proposal on reviewing the company's expected daily connected transactions in 2022 was reviewed and passed
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and in combination with the actual situation of the company's daily connected transactions in the previous year, the company has made a reasonable forecast for the daily connected transactions in 2022.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details. Independent directors have expressed their consent. Related directors Mr. Lin Xiaofang, Mr. Lin Runze, Ms. Lin Rongyang and Ms. Zhou Qian abstained from voting. Voting results of non related directors: 3 in favor, 0 abstention and 0 against.
12. The proposal on reviewing the remuneration of directors and senior managers of the company in 2022 was passed one by one
The remuneration of directors involved in this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
12.1 proposal on reviewing the remuneration of Mr. Lin Xiaofang, chairman and senior manager of the company in 2022
Related directors Mr. Lin Xiaofang, Mr. Lin Runze and Ms. Lin Rongyang abstained from voting. Voting results of non related directors: 4 in favor, 0 abstention and 0 against.
12.2 proposal on reviewing the remuneration of Mr. Lin Runze, director and senior manager of the company in 2022
Related directors Mr. Lin Runze, Mr. Lin Xiaofang and Ms. Lin Rongyang avoided voting. Voting results of non related directors: 4 in favor, 0 abstention and 0 against.
12.3 proposal on reviewing the remuneration of Ms. Lin Rongyang, the director of the company in 2022
Related directors Ms. Lin Rongyang, Mr. Lin Xiaofang and Mr. Lin Runze avoided voting. Voting results of non related directors: 4 in favor, 0 abstention and 0 against.
Securities code: Anji Foodstuff Co.Ltd(603696) securities abbreviation: Anji Foodstuff Co.Ltd(603696) Announcement No.: 2022007
12.4 proposal on reviewing the remuneration of Ms. Zhou Qian, director and senior manager of the company in 2022
Ms. Zhou Qian, a related director, avoided voting, and the voting results of non related directors: 6 in favor, 0 abstention and 0 against. 12.5 proposal on reviewing the remuneration of Mr. Guo Yujun, the director of the company in 2022
Mr. guoyujun, a related director, avoided voting. Voting results of non related directors: 6 in favor, 0 abstention and 0 objection.
12.6 proposal on reviewing the remuneration of Mr. Song Xishun, the director of the company in 2022
Mr. Song Xishun, a related director, avoided voting, and the voting results of non related directors: 6 in favor, 0 abstention and 0 against.
12.7 proposal on reviewing the remuneration of Ms. Zhou Fen, the director of the company in 2022
Ms. Zhou Fen, a related director, abstained from voting, and the voting results of non related directors: 6 in favor, 0 abstention and 0 against. 12.8 proposal on reviewing the remuneration of Mr. Chen Yongan, the company's senior management in 2022
Voting results: 7 in favor, 0 abstention and 0 opposition.
Independent directors have expressed their consent.
13. The proposal on renewing the appointment of financial audit institutions and internal control audit institutions in 2022 was reviewed and adopted
With the prior approval of the independent directors of the company, Huaxing Certified Public Accountants (special general partnership) was reappointed as the financial audit institution and internal control audit institution of the company in 2022. The term of employment starts from the date of approval of the company's annual general meeting in 2021 to the end of the annual general meeting in 2022.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details. Independent directors have expressed their consent.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
14. The proposal on reviewing the special report on the deposit and actual use of the company's raised funds was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details. Independent directors have expressed their consent.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
15. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The company will hold the 2021 annual general meeting of shareholders at 14:30 p.m. on May 13, 2022 by combining on-site and online voting.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
Voting results: 7 in favor, 0 abstention and 0 opposition.
16. The proposal on reviewing and amending the articles of association was deliberated and adopted
According to the development needs of the company, it is proposed to increase the business scope of the company, In the "licensed items: Condiment production; food production; food business; food Internet sales; tea products production; beverage production (items subject to approval according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: food business (only pre packaged food is sold); food import and export; food Internet sales (sales of prepackaged food) (except according to law)
Securities code: Anji Foodstuff Co.Ltd(603696) securities abbreviation: Anji Foodstuff Co.Ltd(603696) Announcement No.: 2022007
In addition to the projects subject to approval, the business activities shall be carried out independently by virtue of the business license in accordance with the law) (business activities shall not be carried out in the fields prohibited by foreign investment in the negative list of foreign investment access) ". The revision of the business scope shall be subject to the final approval of the industry and commerce.
In addition to modifying the contents of the above terms, the contents of other terms of the articles of association remain unchanged, and the management of the company is authorized to handle industrial and commercial filing and other related matters.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 7 in favor, 0 abstention and 0 opposition.
Items 1, 2, 3, 6, 9, 13, 14, 16 and 12 above relate to the remuneration of directors. The proposal on reviewing the 2021 annual work report of the board of supervisors and the proposal on reviewing the remuneration of the company's supervisors in 2022 need to be submitted to the general meeting of shareholders for deliberation; The seventh proposal shall be reported to the general meeting of shareholders of the company.
The independent directors of the company have expressed independent opinions on items 3, 4, 11, 12, 13 and 14 above. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
It is hereby announced.
Anji Foodstuff Co.Ltd(603696) board of directors April 21, 2022
