Securities code: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) securities abbreviation: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Announcement No.: 2022019 Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Announcement of resolutions of the 12th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as "the company") the 12th meeting of the 5th board of directors was held in the conference room of the company's headquarters on April 25, 2022. The notice of the meeting was sent by telephone or e-mail on April 15, 2022. The meeting was convened and presided over by Mr. Li Zhong, chairman of the board. The meeting was conducted by combining on-site and communication voting. Nine directors should attend the meeting and nine actually attended the meeting. The convening and convening procedures of this meeting comply with the provisions of the company law, the articles of association and the rules of procedure of the board of directors. 2、 Deliberations of the board meeting
After careful deliberation and voting by the directors attending the meeting, the following resolutions are formed:
1. The general manager's work report for 2021 was reviewed and adopted
The board of directors of the company carefully listened to the general manager's work report for 2021 by Mr. Li Zhong, the general manager, and believed that the report objectively and truly reflected the work done by the company's management in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
2. The work report of the board of directors in 2021 was reviewed and adopted
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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
3. The full text and summary of the 2021 annual report were reviewed and adopted
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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant reports on the gem information disclosure website designated by the CSRC.
4. Reviewed and adopted the report of the first quarter of 2022
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant reports on the gem information disclosure website designated by the CSRC.
5. Reviewed and adopted the financial final accounts report for 2021
According to the company's 2021 annual audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the company realized an operating revenue of 447416997545 yuan in 2021, and the net profit attributable to the shareholders of the listed company was -1383789370 yuan.
See "section x financial report" of "full text of 2021 annual report" for details of financial settlement 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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant reports on the gem information disclosure website designated by the CSRC.
6. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
According to the needs of the company's strategic planning, development and business operation, the company's profit distribution plan for 2021 is as follows: in 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with capital reserve. The company's 2021 annual distribution plan is formulated based on the actual situation of the company, in line with the provisions of relevant laws, regulations and the articles of association, the needs of the company's long-term development and the interests of all shareholders of the company.
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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
7. The proposal on the provision for impairment of assets and write off of assets in 2021 was deliberated and adopted. According to the requirements of self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - matters related to periodic report disclosure and the company's accounting policies, the company conducted impairment tests on various assets in 2021 and made provision for impairment of assets that may suffer from asset impairment losses. The company's provision for asset impairment in 2021 complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. The provision for impairment is fully based, reflects the principle of accounting prudence, is conducive to objectively and fairly reflect the company's financial situation and asset value, and does not damage the interests of the company and all shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
8. The self-evaluation report on internal control in 2021 was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant reports on the gem information disclosure website designated by the CSRC.
9. The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant reports on the gem information disclosure website designated by the CSRC.
10. The proposal on the prediction of the company's guarantee amount to subsidiaries in 2022 was deliberated and adopted
According to the needs of business development, it is proposed to agree the company and its subsidiaries in 2022:
(1) Provide a guarantee line of no more than 50 million yuan (including 50 million yuan) for Yangjiang Guolian Marine Food Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(2) Provide a guarantee line of no more than 110 million yuan (including 110 million yuan) for Zhanjiang Guolian Feed Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line from financial institutions;
(3) Provide a guarantee line of no more than 400 million yuan (including 400 million yuan) for Guangdong Gome Aquatic Food Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(4) Provide a guarantee line of no more than 30 million yuan (including 30 million yuan) for Guangzhou Zhanjiang Guolian Aquatic Products Co.Ltd(300094) e-commerce Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(5) Provide a guarantee line of no more than 30 million yuan (including 30 million yuan) for Guangdong Xinying Food Technology Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(6) Provide a guarantee line of no more than 250 million yuan (including 250 million yuan) for Guolian (Yiyang) Food Co., Ltd., the holding subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(7) Provide a guarantee line of no more than 80 million yuan (including 80 million yuan) for Hunan Guolian Feed Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(8) Provide a guarantee line of no more than 200 million yuan (including 200 million yuan) for Zhanjiang Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Development Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line to financial institutions;
(9) Provide a guarantee line of no more than 100 million yuan (including 100 million yuan) for Zhanjiang Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Seedling Technology Co., Ltd., a wholly-owned subsidiary of the company, to apply for a comprehensive credit line from financial institutions.
The total amount of guarantee this time is expected to be no more than 1250 million yuan (including 1250 million yuan). This proposal still needs to be considered by the general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
11. The proposal on revising relevant systems of the company was reviewed and adopted
In order to further strengthen the internal governance of the company, in accordance with the relevant provisions of laws, regulations and normative documents such as the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies of the China Securities Regulatory Commission, the Listing Rules of GEM stocks of Shenzhen stock exchange, the guidelines for self-discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies, The company revised the external guarantee management system.
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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant systems on the gem information disclosure website designated by the CSRC.
12. The proposal on the estimation of the amount of daily connected transactions in 2022 was deliberated and adopted
According to the needs of production and operation, the company expects to have daily related party transactions with its affiliated company Zhanjiang South aquatic products market operation and Management Co., Ltd. in 2022, with an estimated amount of no more than 20 million yuan.
Related directors Li Zhong and Li Chunyan have avoided voting on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
13. The proposal on repurchase and cancellation of restricted stocks related to the 2020 restricted stock incentive plan was deliberated and adopted
Since the company's operating performance in 2021 did not meet the performance assessment requirements at the company level in the management measures for the implementation and assessment of the company's 2020 restricted stock incentive plan and the resignation of the incentive object, according to relevant regulations, the company will repurchase and cancel the restricted shares corresponding to the second lifting of the restriction period and the restricted shares of the resignation incentive object, with a total of 2.493 million shares repurchased.
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
14. The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
The board of Directors believes that Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, and has many years of experience and ability to provide audit services for listed companies, which can meet the requirements of the company's financial report audit. In accordance with the relevant provisions of the company law and the articles of association, after the prior deliberation and consent of the audit committee of the board of directors and the prior approval and independent opinions of the independent directors of the company on the renewal of the accounting firm, the company plans to renew the appointment of China audit Zhonghuan accounting firm (special general partnership) as the audit institution of the company in 2022.
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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
15. The proposal on adjusting the allowance of independent directors was deliberated and adopted
Since taking office, the independent directors of the company have been diligent and conscientious, actively promoted the construction of the company's internal control system and made positive contributions to the sustainable and healthy development of the company. According to the rules for independent directors of listed companies, Zhanjiang Guolian Aquatic Products Co.Ltd(300094) articles of association and other relevant provisions, with reference to the actual factors such as the company's development, region and industry salary level, and in combination with the workload and professionalism of independent directors, the company plans to adjust the allowance for independent directors to 100000 yuan before tax per person per year.
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.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
16. The proposal on the company's handling of comprehensive credit business in 2022 was deliberated and adopted
According to the company's annual budget and production and operation plan, in 2022, the company plans to apply to relevant banks or non bank financial institutions for a credit line with a total amount of 3 billion yuan (including subsidiaries). The specific credit line of the company will be determined according to the needs of production and operation, but shall not exceed the above credit line; The loan term, interest rate and type shall be subject to the loan contract signed; The way of credit guarantee can be credit, mortgage and guarantee of the company's own assets.
The board of directors authorizes the chairman to sign the relevant documents for handling the credit business within the above line and the corresponding loan contract. The credit period is from the date of approval by the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
17. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
The company is scheduled to hold the 2021 annual general meeting of shareholders on May 20, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
See www.cninfo.com on the same day for details info. com. cn. And other relevant announcements on the gem information disclosure website designated by the CSRC.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Shenzhen Stock Exchange
