Securities code: Guangzhou Jiacheng International Logistics Co.Ltd(603535) securities abbreviation: Guangzhou Jiacheng International Logistics Co.Ltd(603535) Announcement No.: 2022009 Guangzhou Jiacheng International Logistics Co.Ltd(603535)
Announcement of resolutions of the 28th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as “the company”) the fourth meeting of the Fourth Board of directors was held in the conference room of the company at 09:30 a.m. on March 9, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Ms. Duan rongwen, the chairman of the board, and attended by the supervisors and senior managers of the company. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association, and the relevant resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and adopted the work report of the board of directors in 2021
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the 2021 general manager’s work report
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. Deliberated and adopted the work report on financial final accounts in 2021
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and adopted the 2022 financial budget work report
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the report on the performance of the audit committee of the board of directors in 2021
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
See the performance of the audit committee of the board of directors in 2021 on the website of Shanghai stock exchange for details
6. Deliberated and adopted the report on the work of independent directors in 2021
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the 2020 work report of independent directors on the website of Shanghai Stock Exchange.
7. Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See the 2021 annual report and the 2021 annual report summary on the website of Shanghai stock exchange for details.
8. Reviewed and approved the profit distribution plan for 2021
In 2021, the company plans to distribute profits based on the total share capital registered on the date of equity distribution, and plans to distribute a cash dividend of 1.15 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 160860576 shares. Based on this calculation, the total cash dividend to be distributed is 1849896624 yuan (including tax).
The company plans to increase the share capital with capital reserve to all shareholders by 4.5 shares for every 10 shares. As of December 31, 2021, the total share capital of the company was 160860576 shares. After this increase, the total share capital of the company was changed to 233247835 shares.
If the total share capital of the company changes from the date of disclosure of the resolution of the board of directors to the date of equity distribution and equity registration, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See the announcement of annual profit distribution plan in 2021 (Announcement No.: 2022010) on the website of Shanghai stock exchange for details.
9. Deliberated and adopted the 2021 annual internal control evaluation report
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
See the 2021 internal control evaluation report on the website of Shanghai stock exchange for details.
10. The special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, see the report on the deposit and use of raised funds in 2021 on the website of Shanghai Stock Exchange
11. Deliberated and passed the proposal on confirming the daily connected transactions in 2021
Voting result: 5 affirmative votes; No negative vote; No abstention; Four votes were avoided.
Related directors Duan rongwen, Huang Yanting, Huang Ping and Huang Yanyun avoided voting.
For details, please refer to the announcement on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 on the website of Shanghai Stock Exchange (Announcement No.: 2022012).
12. Deliberated and passed the proposal on daily connected transactions expected in 2022
The independent directors of the company have approved the proposal in advance and expressed their independent opinions with explicit consent. Voting result: 5 affirmative votes; No negative vote; No abstention; Four votes were avoided.
Related directors Duan rongwen, Huang Yanting, Huang Ping and Huang Yanyun avoided voting.
For details, please refer to the announcement on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 on the website of Shanghai Stock Exchange (Announcement No.: 2022012).
13. The proposal on Directors’ remuneration in 2022 was deliberated and adopted
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
14. Deliberated and passed the proposal on the remuneration of senior managers in 2022
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
15. The proposal on 2022 annual guarantee plan was deliberated and adopted
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on the 2022 annual guarantee plan on the website of Shanghai Stock Exchange (Announcement No.: 2022013).
16. The proposal on the company’s plan for public issuance of convertible corporate bonds (Revised Version) was deliberated and passed. After deliberation, the board of directors agreed that the company should, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, Revise the company’s plan for public issuance of convertible corporate bonds for this issuance. For details, see the announcement disclosed by the company on the website of Shanghai Stock Exchange on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The third extraordinary general meeting of shareholders in 2021 held by the company on November 18, 2021 authorized the board of directors of the company to handle matters related to the public issuance of convertible corporate bonds. The authorization period is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Therefore, this proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, see the announcement on the revision of relevant documents of the plan for public issuance of convertible corporate bonds on the website of Shanghai Stock Exchange (Announcement No.: 2022014).
17. The proposal on diluting the immediate return of convertible corporate bonds and taking filling measures (Revised Version) was deliberated and adopted
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has revised and updated the possible impact of the public issuance of convertible corporate bonds on the common shareholders’ equity and spot return. For details, see the announcement disclosed by the company on the website of Shanghai Stock Exchange on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The third extraordinary general meeting of shareholders in 2021 held by the company on November 18, 2021 authorized the board of directors of the company to handle matters related to the public issuance of convertible corporate bonds. The authorization period is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Therefore, this proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the announcement on diluting the immediate return and taking filling measures (Revised Draft) of publicly issuing convertible corporate bonds on the website of Shanghai Stock Exchange (Announcement No.: 2022015).
18. Deliberated and passed the proposal on the special report on the use of the company’s previously raised funds
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the notice of the China Securities Regulatory Commission on Issuing the provisions on the report on the use of the previously raised funds and other relevant laws, regulations, rules and normative documents, The company prepared the special report of Guangzhou Jiacheng International Logistics Co.Ltd(603535) on the use of the funds raised last time as of December 31, 2021, and hired Guangdong Sinong Certified Public Accountants (special general partnership) to issue the assurance report on the use of the funds raised last time (snzzz [2022] No. 22000200052). For details, please refer to the special report of Guangzhou Jiacheng International Logistics Co.Ltd(603535) on the use of funds raised in the previous time and the verification report on the use of funds raised in the previous time published on the website of Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
The third extraordinary general meeting of shareholders in 2021 held by the company on November 18, 2021 authorized the board of directors of the company to handle matters related to the public issuance of convertible corporate bonds. The authorization period is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Therefore, this proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed their independent opinions on this proposal.
3、 Filing documents
1. Resolutions of the 28th meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors;
4. Guangzhou Jiacheng International Logistics Co.Ltd(603535) independent directors’ special explanation and independent opinions on the company’s external guarantee in 2021.
It is hereby announced.
Guangzhou Jiacheng International Logistics Co.Ltd(603535) board of directors March 10, 2022
