Securities code: Monalisa Group Co.Ltd(002918) securities abbreviation: Monalisa Group Co.Ltd(002918) Announcement No.: 2022014 bond Code: 127044 bond abbreviation: Mona convertible bond
Monalisa Group Co.Ltd(002918)
Announcement of resolutions of the 12th 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
Monalisa Group Co.Ltd(002918) (hereinafter referred to as “the company”) the 12th meeting of the third board of directors was held in the conference room of Athens college on the second floor of the company’s office building on March 8, 2022. The notice of the meeting was sent by hand, fax, e-mail, telephone and other means on March 4, 2022. The meeting was presided over by Mr. Xiao Hua, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of the meeting shall comply with the provisions of the company law, the articles of association and relevant laws, administrative regulations, departmental rules and normative documents, and the meeting shall be legal and effective.
2、 Deliberations of the board meeting
After deliberation by the directors present at the meeting, the following proposals were considered and adopted by open ballot:
1. The proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted
In order to meet the capital needs of the company’s production and operation activities, the company and its holding subsidiaries intend to apply to relevant banks for a comprehensive credit line with a cumulative amount of no more than 7.8 billion yuan. Credit forms include but are not limited to working capital loan, non working capital loan, acceptance bill, factoring, letter of guarantee, opening letter of credit, bill discount, forward foreign exchange trading and other comprehensive credit businesses. The validity period of the credit line is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of adoption of the resolution of the general meeting of shareholders deliberating the annual credit line in the next year. Within the above authorization period and limit, the credit line can be recycled.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 9, 2022 Announcement on applying to the bank for comprehensive credit line in 2022 published.
Voting results: 9 in favor, 0 against and 0 abstention.
The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on the prediction of external guarantee amount in 2022 was deliberated and adopted
In order to meet the capital needs of the company’s holding subsidiaries for daily operation and business development and improve the efficiency of the company’s financing decision-making, it is agreed that the total amount of guarantee provided by the company for the holding subsidiaries in 2022 shall not exceed RMB 2.7 billion, of which the amount of guarantee for the holding subsidiaries with asset liability ratio not exceeding 70% is RMB 2.55 billion, The guarantee amount for holding subsidiaries with asset liability ratio of more than 70% is 150 million yuan. The guarantee scope includes but is not limited to applying for comprehensive credit, borrowing, acceptance bill and other financing or carrying out other daily business. Guarantee methods include but are not limited to general guarantee, joint and several liability guarantee, mortgage, pledge and other methods. The validity period of the guarantee limit is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of adoption of the resolution of the general meeting of shareholders deliberating the external guarantee limit in the next year. The above guarantee amount includes the new guarantee and the extension or renewal of the original guarantee. The actual guarantee amount and guarantee period shall be subject to the finally signed guarantee contract.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 9, 2022 Announcement on the forecast of external guarantee amount in 2022 published.
The independent directors have expressed their independent opinions on the above matters. For details, see the company’s website on March 9, 2022 (www.cn. Info. Com. CN.) Relevant announcements published.
Voting results: 9 in favor, 0 against and 0 abstention.
The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on developing factoring business of accounts receivable was deliberated and adopted
According to the actual business needs, the company and its subsidiaries within the scope of merger plan to carry out accounts receivable factoring business with Chinese commercial banks, commercial factoring companies and other institutions with relevant business qualifications, and the total amount of factoring financing shall not exceed RMB 1 billion, The application period of factoring business shall be from the date when the resolution of the general meeting of shareholders considering this proposal is passed to the date when the resolution of the general meeting of shareholders considering the factoring financing limit is passed in the next year. The specific period of each factoring business shall be subject to the period agreed in the single factoring contract. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to handle relevant business and sign relevant legal documents.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 9, 2022 The announcement on carrying out factoring business of accounts receivable published.
The independent directors have expressed their independent opinions on the above matters. For details, see the company’s website on March 9, 2022 (www.cn. Info. Com. CN.) Relevant announcements published.
Voting results: 9 in favor, 0 against and 0 abstention.
The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 9, 2022 The announcement on changing the registered capital and amending the articles of Association published.
The change of the company’s registered capital and the amendment of the articles of association need to be submitted to the general meeting of shareholders of the company for adoption by special resolution. The board of directors requests the general meeting of shareholders to authorize the management of the company to fully handle the change registration of the registered capital and the filing of the articles of association. The final revision of specific changes and relevant articles of association shall be subject to the results approved by Foshan market supervision administration.
Voting results: 9 in favor, 0 against and 0 abstention.
The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Thursday, March 24, 2022 in the conference room of Athens college on the second floor of the company’s office building to consider the relevant proposals of the meeting.
For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, see China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 9, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 12th meeting of the 3rd board of directors.
It is hereby announced.
Monalisa Group Co.Ltd(002918) board of directors
March 9, 2022
