Securities code: 300349 securities abbreviation: Goldcard Smart Group Co.Ltd(300349) Announcement No.: 2022-002 Goldcard Smart Group Co.Ltd(300349)
Announcement on the resolution of the second meeting of the 5th 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、 Attendance at the meeting
The notice of the second meeting of the Fifth Board of directors (hereinafter referred to as “the meeting”) of Goldcard Smart Group Co.Ltd(300349) (hereinafter referred to as “the company”) was sent by mail, written and other means on February 11, 2022. The meeting was held on February 17, 2022 in the company’s conference room by on-site combined with communication voting. The meeting was presided over by Mr. Yang Bin, chairman of the company. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the meeting
1. The proposal on the implementation of the company’s daily connected transactions in 2021 and the plan for daily connected transactions in 2022 was reviewed and approved
According to the actual situation of the company’s related party transactions, comprehensively considering the company’s business development needs and the company’s capital arrangement in 2022, the company expects that the total amount of daily related party transactions with all related parties in 2022 will not exceed 177.3 million yuan. The above transactions are necessary and continuous in the daily operation of the company. The price of related party transactions shall be determined by the company and related parties through consultation with reference to the market price in accordance with the principles of good faith, fairness, voluntariness, rationality and fairness. The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. This daily connected transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. For details, see the announcement on the forecast of daily connected transactions in 2022 disclosed on cninfo.com on the same day.
Mr. Yang Bin, the chairman of the company, Mr. Zhang Hongye, the director, and Ms. Lin Jianfen, the director, served as directors in relevant affiliated enterprises and were affiliated directors of the proposal, so they have all avoided voting.
The bill was passed by 6 votes in favor, 0 against and 0 abstention.
2. The proposal on the prediction of guarantee amount for wholly-owned subsidiaries in 2022 was deliberated and passed. In order to meet the capital needs of daily production, operation and business development of wholly-owned subsidiaries of the company and ensure the smooth development of the company’s business, the company plans to provide guarantee for wholly-owned subsidiaries when applying for comprehensive financing amount from banks in 2022, and the cumulative guarantee amount shall not exceed 1.75 billion yuan. The independent directors of the company have expressed independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. For details, please refer to the announcement on the forecast of guarantee amount for wholly-owned subsidiaries in 2022 disclosed on cninfo.com on the same day.
The bill was passed by 9 votes in favor, 0 against and 0 abstention.
3. The proposal on using idle self owned funds for cash management was deliberated and adopted
In order to make rational use of idle self owned funds, improve the use efficiency of the company’s funds and increase the company’s capital income, the company plans to carry out cash management within the amount of no more than RMB 2 billion in 2022. The source of funds is the company’s temporary idle self owned funds. The independent directors of the company have expressed independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation. For details, see the announcement on cash management using idle self owned funds disclosed on cninfo.com on the same day.
The bill was passed by 9 votes in favor, 0 against and 0 abstention.
4. In order to further improve the management level of the company, fully mobilize the enthusiasm and creativity of directors, supervisors and senior managers, establish and improve the incentive and restraint mechanism, and create greater benefits for the company and shareholders, the proposal on the remuneration of directors, supervisors and senior managers in 2022 was passed through the audit The remuneration scheme of supervisors and senior managers in 2022 is as follows:
(1) The scheme is applicable to directors, supervisors and senior managers of the company.
(2) Remuneration scheme: the allowance for independent directors is 100000 (including tax) / year; Non independent directors, supervisors and senior managers will receive corresponding remuneration according to their positions in the company (including subsidiaries), and will not receive additional job allowances for directors and supervisors.
Independent directors have expressed independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation. The bill was passed by 9 votes in favor, 0 against and 0 abstention.
The opinions of independent directors involved in the above proposal are detailed in the prior approval opinions of independent directors on matters related to the second meeting of the Fifth Board of directors and independent opinions of independent directors on matters related to the second meeting of the Fifth Board of directors disclosed on cninfo.com on the same day. In view of the fact that the shareholders’ meeting has not been announced in time, the majority of investors are requested to pay attention to the relevant matters of the company at the same time.
3、 Documents for future reference
1. Resolutions of the second meeting of the 5th board of directors;
2. Prior approval opinions of independent directors on matters related to the second meeting of the Fifth Board of directors;
3. Independent opinions of independent directors on matters related to the second meeting of the Fifth Board of directors. It is hereby announced.
Board of directors February 19, 2002
