Securities abbreviation: Guangzhou Lingnan Group Holdings Company Limited(000524) securities code: Guangzhou Lingnan Group Holdings Company Limited(000524) Announcement No.: 2022014 Guangzhou Lingnan Group Holding Co., Ltd
Announcement of resolutions of the 20th meeting of the 10th Session of the board of directors
Important note: the company and all members of the board of directors guarantee that the information is true, accurate and complete without false records, misleading statements or major omissions.
Guangzhou Lingnan Group Holdings Company Limited(000524) the 20th meeting of the 10th Session of the board of directors was held at 9:30 a.m. on March 21, 2022 in conference room 270A, building 2, Dongfang Hotel. The notice of the meeting was sent by telephone, e-mail or written delivery on March 11, 2022. There were 8 directors who should attend the meeting, 8 directors who actually attended the meeting in person, and all supervisors and senior executives of the company attended the meeting as nonvoting delegates. Mr. Liang Lingfeng shall preside over the meeting in accordance with the provisions of the articles of association and relevant laws and regulations of the company. The following resolutions were unanimously adopted by the directors attending the meeting:
1、 Deliberated and passed the proposal on the 2021 annual report of the board of directors of the company (see the relevant contents of "section III Management Discussion and analysis" and "section IV corporate governance" in the full text of Guangzhou Lingnan Group Holdings Company Limited(000524) 2021 annual report disclosed on cninfo.com on the same day);
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Mr. Wu Qingquan has reported to the 2021 annual meeting of independent directors, and Mr. Tang Qingquan has reported to the 2021 annual meeting of independent directors for details. Voting results: 8 in favor, 0 against and 0 abstention.
2、 The proposal on the full text and summary of the company's 2021 annual report was deliberated and passed (for the summary, see the summary of Guangzhou Lingnan Group Holdings Company Limited(000524) 2021 annual report disclosed in China Securities Journal, securities times and cninfo on the same day, and for the full text, see the Guangzhou Lingnan Group Holdings Company Limited(000524) 2021 annual report disclosed on cninfo on the same day);
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
3、 Deliberated and passed the proposal on the company's 2021 annual financial statement report (see section x financial report of Guangzhou Lingnan Group Holdings Company Limited(000524) 2021 annual report disclosed on cninfo on the same day);
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
4、 Deliberated and approved the company's annual profit distribution plan for 2021 (see the announcement on annual profit distribution plan for 2021 disclosed in China Securities Journal, securities times and cninfo on the same day);
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors believe that the company's profit distribution plan for 2021 comprehensively considers the impact of covid-19 pneumonia on the company's main business, conforms to the company's actual operation and capital status, and does not harm the interests of shareholders; The company's profit distribution plan complies with the provisions of relevant laws and regulations and the articles of association, which is conducive to the normal operation and healthy development of the company. Therefore, we agree to the company's annual profit distribution plan for 2021. Voting results: 8 in favor, 0 against and 0 abstention.
5、 Deliberated and passed the proposal on the self-evaluation report of internal control in 2021 (see the self-evaluation report of internal control in 2021 disclosed on cninfo on the same day);
The independent directors believe that the form and content of the company's internal control evaluation meet the requirements of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, the basic norms of enterprise internal control and relevant laws, regulations and normative documents, truly and accurately reflect the current situation of the company's internal control, and there are no false records, misleading statements or major omissions. All work of the company is carried out in accordance with the provisions of various internal control systems of the company. The company has strict internal control over the organizational structure, development strategy, human resources, social responsibility, financial report, comprehensive budget, capital activities, asset management, engineering projects, procurement business, sales business, inventory management, contract management, information disclosure, use of raised funds, related party transactions and capital transactions of related parties, external guarantee and control of subsidiaries Sufficient and effective. The self-report of the company's internal control evaluation is in line with the actual situation of the company's internal control.
Voting results: 8 in favor, 0 against and 0 abstention.
6、 Deliberated and passed the proposal on the 2021 annual social responsibility report (see the 2021 annual social responsibility report disclosed on cninfo on the same day);
Voting results: 8 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on the prediction of the company's daily connected transactions in 2022 (see the announcement on the prediction of daily connected transactions in 2022 disclosed in China Securities Journal, securities times and cninfo on the same day);
During the voting on the related party transaction proposal, the four directors attending the meeting, Liang Lingfeng, Luo Feng, Chen Baiyu and Zhu Shaodong, who were related directors, avoided voting as required, and the voting directors, Tian Qiusheng, Tang Qingquan, Wu XiangNeng and Zheng Dingquan, agreed to pass the proposal with 4 votes.
The above related party transactions have been approved in advance by the independent directors of the company. The independent directors of the company express independent opinions that the deliberation and voting procedures of the above related party transactions are compliant and legal; The above related party transactions are generated from the company's daily business activities. The transactions are based on the fair market price and follow the principles of openness, fairness and impartiality. There is no damage to the interests of the company and its shareholders and will not affect the independence of the company. Voting results: 4 in favor, 0 against and 0 abstention.
8、 Deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021 (see the special report on the deposit and use of raised funds in 2021 disclosed in China Securities Journal, securities times and cninfo on the same day);
The independent directors believe that the special report on the deposit and use of the company's raised funds in 2021 complies with the provisions of relevant laws and regulations, such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44), the guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and so on, There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
The independent financial consultant Gf Securities Co.Ltd(000776) believes that the deposit and use of the supporting financing raised funds for the company's major asset restructuring in 2021 comply with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board And the company's fund-raising management system and other regulations and documents, which have carried out special account storage and special use of the raised funds, which is in line with the provisions of laws, regulations and normative documents. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Voting results: 8 in favor, 0 against and 0 abstention.
9、 Deliberated and passed the proposal on the external guarantee amount in 2022 (see the announcement on the external guarantee amount in 2022 disclosed in China Securities Journal, securities times and cninfo on the same day);
The independent directors believe that this external guarantee is for the needs of the daily business operation of guangzhilv air transport company, a subsidiary of the company, and is conducive to the development of the company's travel agency business; The risks of this external guarantee are controllable, the review procedures comply with relevant laws, regulations and relevant provisions of regulatory authorities, and there is no situation damaging the interests of the company and shareholders.
Voting results: 8 in favor, 0 against and 0 abstention.
10、 Deliberated and passed the proposal on the provision for asset impairment and write off of assets in 2021 (see the announcement on the provision for asset impairment and write off of assets in 2021 disclosed in China Securities Journal, securities times and cninfo on the same day);
The independent directors believe that the decision-making procedures for the provision for asset impairment and write off of assets this time comply with the provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association. The basis and reasons for the provision for asset impairment and write off of assets are reasonable and sufficient, in line with the accounting standards for business enterprises and relevant accounting policies implemented by the company, in line with the actual situation of the company, and fairly and objectively reflect the financial status and operating results of the company. There is no damage to the interests of the company and minority shareholders. Therefore, it is agreed to withdraw the provision for asset impairment and write off assets this time. Voting results: 8 in favor, 0 against and 0 abstention.
11、 For details, please refer to the announcement on the change of accounting policy of China Securities Times on the same day;
The independent directors believe that the change of accounting policy is a reasonable change and adjustment in accordance with the provisions issued by the Ministry of finance, and the implementation of the new change of accounting policy can objectively and fairly reflect the financial status and operating results of the company; The relevant decision-making procedures of this accounting policy change comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders.
Voting results: 8 in favor, 0 against and 0 abstention.
12、 Deliberated and passed the proposal on the implementation of performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd. (see the announcement on the implementation of performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd. disclosed in China Securities Journal, securities times and cninfo on the same day);
Voting results: 8 in favor, 0 against and 0 abstention.
13、 The proposal on the implementation of performance commitments of Sichuan New Territories International Travel Agency Co., Ltd. was deliberated and adopted (see the "relevant documents" disclosed in China Securities Journal, securities times and cninfo on the same day for details)
Voting results: 8 in favor, 0 against and 0 abstention.
14、 Deliberated and passed the proposal on the implementation of performance commitments of Xi'an longzhilv Qinfeng International Travel Agency Co., Ltd. (see the announcement on the implementation of performance commitments of Xi'an longzhilv Qinfeng International Travel Agency Co., Ltd. disclosed in China Securities Journal, securities times and cninfo on the same day);
Voting results: 8 in favor, 0 against and 0 abstention.
15、 Deliberated and passed the proposal on the implementation of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. (see the announcement on the implementation of performance commitments of Shanxi Modern International Travel Agency Co., Ltd. disclosed in China Securities Journal, securities times and cninfo on the same day);
Voting results: 8 in favor, 0 against and 0 abstention.
16、 Deliberated and passed the proposal on the implementation of performance commitments of Shanghai Shenshen International Travel Agency Co., Ltd. (see the announcement on the implementation of performance commitments of Shanghai Shenshen International Travel Agency Co., Ltd. disclosed in China Securities Journal, securities times and cninfo on the same day);
Voting results: 8 in favor, 0 against and 0 abstention.
17、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted (see the notice on convening the 2021 annual general meeting of shareholders disclosed in China Securities Journal, securities times and cninfo on the same day for details).
The above 1, 2, 3 and 4 proposals must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Guangzhou Lingnan Group Holdings Company Limited(000524) board of directors
March 21, 2002
