Securities code: Shanghai Hi-Road Food Technology Co.Ltd(300915) securities abbreviation: Shanghai Hi-Road Food Technology Co.Ltd(300915) Announcement No.: 2022021 Shanghai Hi-Road Food Technology Co.Ltd(300915)
Announcement on the resolution of the fourth meeting of the third 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、 Meetings of the board of directors
Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as “the company”) the notice of the fourth meeting of the third board of directors was sent to all directors in writing, telephone and e-mail on April 11, 2022. The meeting was held in the company’s conference room in the form of on-site meeting and communication on April 21, 2022. The meeting was convened by Mr. Huang Haixiao, chairman of the company. Six directors should attend the meeting, six directors actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the Shanghai Hi-Road Food Technology Co.Ltd(300915) articles of Association (hereinafter referred to as the “articles of association”), and the meeting is legal and valid.
2、 Deliberations of the board meeting
After careful deliberation, full discussion and careful voting by the directors present, the following proposals were considered and adopted at the meeting: 1. The proposal on the work report of the general manager in 2021 was considered and adopted
After deliberation, the board of Directors believes that the 2021 general manager’s work report objectively and truly reflects the real situation of the company and the work and achievements made by the management in implementing the resolutions of the general meeting of shareholders and the board of directors, implementing the company’s systems and managing production and operation.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
2. The annual work report of the board of directors was considered and adopted
After deliberation, the board of Directors believes that the work report of the board of directors in 2021 objectively and truly reflects the work of the board of directors, the work and achievements of the board of directors in implementing the resolutions of the general meeting of shareholders and leading the management in production and operation.
Details are disclosed on cninfo.com.cn on the same day Work report of the board of directors in 2021. Mr. Dong Huiliang and Mr. Zhang Shuai, the second independent directors of the company, and Mr. Kong Aiguo and Mr. Shan Zhiming, the third independent directors of the company, submitted the report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. Details are disclosed on cninfo.com.cn on the same day Report on the work of independent directors – Dong Huiliang, report on the work of independent directors – Zhang Shuai, report on the work of independent directors – Kong Aiguo and report on the work of independent directors – Shan Zhiming.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
3. The proposal on the financial final accounts report of 2021 was deliberated and adopted
After deliberation, the board of Directors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
Details are disclosed on cninfo.com.cn on the same day Financial final accounts report of 2021.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
4. The proposal on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 was reviewed and approved
After deliberation, the board of Directors believes that the daily related party transactions in 2021 and the daily related party transactions planned to occur in 2022 belong to the normal business needs and normal business of the company and are in line with the actual situation of the company. The price of daily related party transactions in 2021 is fair, reasonable and fair, and there is no situation that damages the interests of the company and other non related shareholders. The daily connected transactions to occur in 2022 are in line with the actual situation of the company, and its deliberation and voting procedures are in line with relevant laws and regulations, the articles of association and the management system of connected transactions.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter, and the sponsor Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. has issued verification opinions. Details are disclosed on cninfo.com.cn on the same day Announcement on the forecast of daily connected transactions in 2022 and other relevant documents.
Voting results: 4 in favor, 0 against and 0 abstention. It was adopted after deliberation, among which Mr. Huang Haixiao and Mr. Huang Haihu, the related directors, avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
5. The proposal on the special explanation on the occupation of funds by controlling shareholders and other related parties in 2021 was reviewed and approved
After deliberation, the board of directors considered that the special statement on the occupation of funds by controlling shareholders and other related parties in 2021 prepared by the company’s audit institution was in line with the provisions of the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies issued by China Securities Regulatory Commission and the state owned assets supervision and Administration Commission of the State Council, It truthfully reflects the capital occupation of the company’s controlling shareholders and other related parties in 2021.
The independent directors of the company have expressed their independent opinions on this matter. Details are disclosed on cninfo.com.cn on the same day Special instructions on the occupation of funds by controlling shareholders and other related parties in 2021.
Voting results: 4 in favor, 0 against and 0 abstention. It was adopted after deliberation, among which Mr. Huang Haixiao and Mr. Huang Haihu, the related directors, avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
6. The proposal on the remuneration of directors and senior managers in 2022 was deliberated and adopted
After deliberation, the board of Directors believes that the remuneration scheme for directors and senior managers in 2022 is in line with the current actual situation of the company, the provisions of relevant laws and regulations and the articles of association, and does not harm the interests of the company and minority shareholders.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to http://www.cn.info.com.cn Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
7. The proposal on the full text of the 2021 annual report and its summary was deliberated and adopted
After deliberation, the board of Directors believes that the full text and abstract of the company’s 2021 annual report truly, accurately and completely reflect the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
Details are disclosed on cninfo.com.cn on the same day Annual report for 2021 and summary of annual report for 2021.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
8. The proposal on profit distribution plan for 2021 was deliberated and adopted
The profit distribution plan considered and approved by the board of directors is: Based on the total share capital of 90000000 shares as of December 31, 2021, cash dividends of 4 yuan (including tax) will be distributed for every 10 shares, with a total cash distribution of 36 million yuan. No capital reserve will be converted into share capital and no bonus shares will be distributed.
After deliberation, the board of Directors believes that the profit distribution plan for 2021 is legal and compliant, matches the growth of the company, ensures the normal, regular and long-term development of the company, and takes into account the short-term and long-term interests of the company’s shareholders.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to http://www.cn.info.com.cn Announcement on profit distribution and conversion of capital reserve into share capital in 2021.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
9. The proposal on the self-evaluation report on internal control in 2021 was considered and adopted
After deliberation, the board of Directors believes that the self-evaluation report on internal control in 2021 objectively and truly reflects the implementation of the company’s internal control, and believes that the company has no major defects in internal control over financial reporting, and no major defects in internal control over non-financial reporting have been found.
The independent directors of the company have expressed their independent opinions on this matter, and the recommendation institution Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. has issued verification opinions. For details, please refer to the disclosure on cninfo.com.cn on the same day Self evaluation report on internal control in 2021 and relevant announcements. Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
10. The proposal on the 2021 annual social responsibility report was deliberated and adopted
After deliberation, the board of Directors believes that the 2021 social responsibility report objectively and truly reflects that while ensuring sustainable development, the company actively performs social responsibilities, continuously improves the corporate governance structure, improves the standard operation level, and protects the legitimate rights and interests of shareholders; Pay taxes according to law and disclose business information according to law; Continuously improve the company’s rules and regulations, establish and improve the occupational health and safety management system, and protect the rights and interests of employees; Adhere to the principles of honest cooperation, equality, mutual benefit and common development with suppliers and dealers, and fully respect and protect the legitimate rights and interests of suppliers, dealers and customers; Establish and improve the environment, constantly improve the comprehensive treatment of the production environment, save energy and reduce emissions, and promote environmental protection and sustainable development; In 2021, certain achievements have been made in the performance of corporate social responsibility.
Details are disclosed on cninfo.com.cn on the same day 2021 social responsibility report.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
11. The proposal on the special report on the annual deposit and use of raised funds was deliberated and passed. After deliberation, the board of directors considered that the company used the raised funds in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the management system of raised funds, and timely, true, accurate The relevant information disclosure work has been fully performed, and there is no illegal use of the raised funds.
The independent directors of the company have expressed their independent opinions on the matter, Zhonghua Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of raised funds for the special report, and the recommendation agency Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. issued the special verification report of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the storage and use of raised funds for Shanghai Hi-Road Food Technology Co.Ltd(300915) 2021, Details are disclosed on cninfo.com.cn on the same day Special report on the deposit and use of raised funds in 2021 and relevant announcements.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
12. The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
After deliberation, the board of directors held that Zhonghua Certified Public Accountants (special general partnership) was diligent and responsible during its tenure as the company’s audit institution, was able to abide by the independent audit standards for Chinese certified public accountants and other relevant provisions, adhere to the independent, objective and fair audit standards, and express audit opinions fairly and reasonably. In order to maintain the continuity of audit work, the company plans to continue to employ Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. Details are disclosed on cninfo.com.cn on the same day Announcement on the renewal of accounting firms.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
13. After deliberation, the proposal on adjusting the amount of cash management with idle self owned funds was passed. After deliberation, the board of directors agreed that the amount of cash management with idle self owned funds of the company was increased from the original amount of no more than RMB 370 million (including this amount, the same below) to RMB 470 million.
The independent directors of the company have expressed their independent opinions on this matter, and the recommendation institution Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. has issued the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Shanghai Hi-Road Food Technology Co.Ltd(300915) adjusting the amount of idle self owned funds for cash management. Details are disclosed on cninfo.com.cn on the same day Announcement on adjusting the amount of cash management using idle self owned funds.
Voting results: 6 in favor, 0 against and 0 abstention. It was adopted after deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation.
14. The proposal on applying for comprehensive credit line from financial institutions was deliberated and adopted
In order to meet the capital demand for the production and operation development of the company and its subsidiaries, according to relevant laws and regulations and the articles of association, the company plans to apply to commercial banks and non bank financial institutions for a comprehensive credit line with a total amount of no more than RMB 300 million or equivalent foreign currency in 2022 (the specific credit line and credit term shall be subject to the actual approval of each financial institution), and the validity period of the credit line is from the shareholders of the company in 2021
