Securities code: 300083 securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022-012
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Announcement on the resolutions of the 25th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
1、 Convening and deliberation of the meeting of the board of supervisors
The 5th board of supervisors of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as "the company")
The 25th meeting was held on February 18, 2022 by combining on-site voting with communication.
The notice of convening this meeting was sent to the members of the board of supervisors by e-mail on February 8, 2022
The meeting was presided over by Ms. Wang Qiong, chairman of the board of supervisors. There are 3 supervisors who should attend the meeting and actually attend
There are 3 supervisors, and the meeting reached a quorum, which is in line with the relevant provisions of the company law and the articles of association
Yes. After careful deliberation and voting by the attending supervisors, the following resolutions are formed:
1. The meeting deliberated and adopted the draft decision on public security with 3 affirmative votes, 0 negative votes and 0 abstention
Proposal of the company on the work report of the board of supervisors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See the work report of the board of supervisors in 2021 on cninfo.com, the company's designated information disclosure website
（www.cn.info.com.cn.）。
2. The meeting deliberated and adopted the draft decision on public security with 3 affirmative votes, 0 negative votes and 0 abstention
Proposal of the company on the 2021 annual financial statement report.
According to the audit data of Zhonghua Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhonghua"),
The main accounting data and financial indicators of the company in 2021 / at the end of 2021 are as follows:
Increase or decrease of index from 2021 to 2020 over the previous year
Operating income (yuan): 5261746246.01 3425648626.02 53.60%
Net profit attributable to shareholders of listed company (yuan): 500162251.95 -697490593.63 171.71%
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses of 380487520.22 - 766104879.65 and 149.67% (yuan)
Net cash flow from operating activities (yuan) 337847011.27 182982296.60 84.63%
Basic earnings per share (yuan / share) 0.34 -0.49 169.39%
Diluted earnings per share (yuan / share) 0.34 -0.49 169.39%
Weighted average return on net assets 18.95% - 28.83% 47.78%
Increase or decrease at the end of 2021 and 2020 compared with the end of the previous year
Total assets (yuan): 8859446534.88 7617435188.79 16.30%
Net assets attributable to shareholders of the listed company (yuan) 3136475093.12 2080328502.66 50.77%
The detailed data of the final financial statements are detailed in "section Xi financial statements" of the company's 2021 annual report
Report ".
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The meeting deliberated and adopted the draft decision on public security with 3 affirmative votes, 0 negative votes and 0 abstention
Proposal on the Secretary's 2021 annual report and summary.
The supervisors of the company signed written confirmation opinions on the 2021 annual report, and the board of supervisors held that:
It is verified that the procedures for the board of directors to prepare and review the 2021 annual report comply with laws, administrative regulations and Chinese regulations
According to the provisions of the CSRC, the contents of the report truly, accurately and completely reflect the actual situation of the company, and there is no
Any false records, misleading statements or major omissions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company's 2021 annual report and 2021 annual report summary are detailed on the company's designated information disclosure website
Http://www.cn.info.com.cn.
4. The meeting deliberated and adopted the draft decision on public security with 3 affirmative votes, 0 negative votes and 0 abstention
Proposal on the 2021 annual profit distribution plan of the company.
After verification, the board of supervisors believes that the company's profit distribution plan for 2021 is in line with the company's profit distribution policy
And actual operation, in line with the provisions on profit distribution in the company law, the securities law and the articles of association
Relevant provisions of. The company will not make profit distribution in 2021, which ensures the capital demand for the company's operation and development and is conducive to ensuring the long-term interests of the company and all shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The meeting deliberated and adopted the draft decision on public security with 3 affirmative votes, 0 negative votes and 0 abstention
After verification, the board of supervisors believes that the special report on the storage and use of raised funds in 2021 prepared by the board of directors of the company truthfully reflects the storage and use of raised funds in 2021. The deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal use of the raised funds, no disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
The company's special report on the deposit and use of raised funds in 2021 is detailed in the company's designated information disclosure website, http://www.cn.info.com.cn.
6. The meeting deliberated and adopted the proposal on the special description of the company's occupation of non operating funds and capital transactions of other related parties in 2021 by 3 votes in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that in 2021, the company did not provide guarantees for controlling shareholders and their subsidiaries, related parties, any unincorporated units or individuals in violation of regulations. The controlling shareholders of the company, their subsidiaries and other related parties do not occupy the company's funds in violation of regulations.
The company disclosed the special information of non affiliated funds of the partnership on the website of Juchao Zhonghui (www.info.cn) No. 20251. For details, please refer to the statement of special operating funds of the partnership on the website of Juchao Zhonghui (www.info.cn).
7. The meeting deliberated and adopted the proposal on the company's internal control evaluation report in 2021 by 3 votes in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the company has established, improved and effectively implemented internal control in accordance with the provisions of the enterprise internal control standard system. The company's internal control can reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the company to realize its development strategy. The company has established a relatively perfect internal control system and can be effectively implemented, which has played a good role in risk prevention and control in all links of the company's operation and management. The company's 2021 internal control evaluation report comprehensively, objectively and truly reflects the actual situation of the construction, improvement and operation of the company's internal control system.
The company's internal control evaluation report in 2021 is detailed in the company's designated information disclosure website cninfo.com.cn.
8. The meeting considered the proposal on confirming the remuneration of the company's supervisors in 2021. All supervisors of the company avoided voting on the proposal, which was submitted to the company's 2021 annual general meeting for deliberation.
9. The meeting deliberated and adopted the proposal on the company's subsidiaries using idle self owned funds to purchase financial products with 3 affirmative votes, 0 negative votes and 0 abstention votes.
After verification, the board of supervisors believes that the company's subsidiaries use idle self owned funds to choose the opportunity to buy principal guaranteed and low-risk floating income financial products issued by commercial banks, securities companies, fund management companies and trust companies. The investment varieties have good safety and high liquidity, which can improve the efficiency and income of capital use on the premise of ensuring the safety of funds. The company has implemented the risk control measures of entrusted financial investment, and it is in the interests of the company and all shareholders to use its own funds to create income on the premise of ensuring that the normal development of its main business is not affected.
For details of the announcement on subsidiaries using idle self owned funds to purchase financial products, please refer to the company's designated information disclosure website cninfo.com (www.cn. Info. Com. CN.).
10. The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 by 2 votes in favor, 0 against, 0 abstention and 1 withdrawal. Ms. Wang Qiong, the connected supervisor, withdrew from voting on the proposal.
After verification, the board of supervisors believes that the related party transactions of the company and its subsidiaries are for the needs of production and operation, have fulfilled the review procedures specified in relevant laws and regulations, follow the principles of voluntariness, equality, mutual benefit, fairness and fairness, and are in line with the interests of the company and all shareholders.
For details of the announcement on the forecast of daily connected transactions in 2022, please refer to the company's designated information disclosure website, cninfo.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The meeting deliberated and adopted the proposal on increasing the guarantor within the guarantee limit in 2022 by 3 affirmative votes, 0 negative votes and 0 abstention votes
After verification, the board of supervisors believes that the company's addition of guarantors within the original guarantee limit can better meet the financing needs of subordinate companies and promote the operation and development of subordinate companies. The company has fulfilled the necessary review procedures for the guarantee of its subsidiaries, which is in line with the provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines, and in line with the interests of the company and all shareholders.
12. The meeting deliberated and adopted the proposal on the company's outstanding losses reaching one third of the total paid in share capital by 3 affirmative votes, 0 negative votes and 0 abstention votes.
According to the company's 2021 annual financial statements and audit report (Zhong Hui Zi (2022) No. 00151) issued by Zhonghua Certified Public Accountants (special general partnership), at the end of 2021, the company's (consolidated statements) unrecovered loss was -2604737511.47 yuan, the paid in share capital was 1526380379.00 yuan, and the amount of the company's unrecovered loss exceeded one-third of the total paid in share capital.
For details of the announcement on the outstanding losses reaching one-third of the total paid in share capital, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The meeting considered the proposal on the proposed purchase of directors' and supervisors' high liability insurance. All supervisors of the company avoided voting on the proposal, which was submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
After verification, the board of supervisors believes that the company's purchase of directors, supervisors and senior managers' liability insurance is conducive to improving the risk control system, protecting the rights and interests of the company and its directors, supervisors and senior managers, and promoting relevant responsible personnel to fully exercise their supervision rights and perform relevant duties. The deliberation procedures for the purchase of directors, supervisors and senior managers' liability insurance are legal and compliant, and there is no damage to the interests of the company and all shareholders.
14. The meeting deliberated and adopted the proposal on Amending the articles of association and increasing the registered capital by 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15. The meeting deliberated and adopted the proposal on reconsidering the changes in the project of issuing shares to purchase assets and raising supporting funds by 2 votes in favor, 0 votes against, 0 abstentions and 1 vote in avoidance. October 8, 2021, The 20th meeting of the 5th board of directors of the company deliberated and approved the proposal on meeting the conditions for the company to issue shares to purchase assets and raise supporting funds, the proposal on the plan for the company to issue shares to purchase assets and raise supporting funds, and the proposal on the assets purchased by the company through the issuance of shares constitute a major asset reorganization Proposal on the issue of shares to purchase assets does not constitute related party transactions, proposal on the issue of shares to purchase assets does not constitute reorganization and listing, and proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating major asset reorganization of listed companies On the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
