Securities code: Zhejiang Meorient Commerce & Exhibition Inc(300795) securities abbreviation: Zhejiang Meorient Commerce & Exhibition Inc(300795) Announcement No.: 2022013
Zhejiang Meorient Commerce & Exhibition Inc(300795)
Announcement on the resolution of the 22nd Meeting of the 4th 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
Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as “the company”) held the 22nd Meeting of the 4th board of directors by video conference on March 21, 2022. The notice of the meeting will be delivered by hand and sent by e-mail on March 11, 2022. The meeting was presided over by Mr. Pan Jianjun, chairman of the board. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting was convened and held in accordance with the company law of the people’s Republic of China, the Zhejiang Meorient Commerce & Exhibition Inc(300795) articles of association, the rules of procedure of the board of directors and other relevant provisions, and the meeting and voting procedures were legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and passed: proposal on the work report of the general manager in 2021
The board of directors listened to the general manager’s work report for 2021 made by the general manager and believed that the company’s operation and management in 2021 effectively implemented the resolutions of the board of directors and the general meeting of shareholders, actively carried out various work and ensured the normal operation of the company’s overall operation.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
2. Deliberated and passed: proposal on the work report of the board of directors in 2021
After deliberation, the directors attending the meeting agreed to the proposal on the work report of the board of directors in 2021. The chairman of the company, Mr. Pan Jianjun, reported to the board of directors on his work and the company’s performance in 2021, and reported on the company’s business plan in 2021.
The independent directors of the company in 2021, Mr. Cao Huimin, Mr. Zhang Zhenan and Mr. Yu Guangsheng, respectively, submitted the work report of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
3. Deliberated and passed: proposal on financial final accounts report of 2021
After deliberation by the directors present at the meeting, the proposal on the financial statement report of 2021 was agreed. During the reporting period, the company achieved an operating revenue of 181640900 yuan, a year-on-year increase of 92.51%; The operating income after deduction was 181640900 yuan, a year-on-year increase of 92.51%; The total profit was -680813 million yuan, a year-on-year increase of 16.74%; After deducting non recurring profits and losses, the net profit attributable to common shareholders of the company was -535309 million yuan, a year-on-year increase of 14.53%; The total assets of the company were 5228834 million yuan, a year-on-year decrease of 1.45%; The owner’s equity attributable to the shareholders of the listed company was 383969100 yuan, a year-on-year decrease of 11.54%.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
4. Deliberated and passed: proposal on 2021 annual audit report
After deliberation by the directors present at the meeting, the proposal on the 2021 annual audit report of the company was approved. The financial situation in 2021 was audited by Tianjian Certified Public Accountants (special general partnership) and issued a standard unqualified audit report for 2021 (tianjianshen [2022] No. 978). The board of Directors believes that the report issued by Tianjian Certified Public Accountants (special general partnership) truly, objectively, accurately and fairly reflects the actual situation of the company in 2021, and there are no false and erroneous records or omissions.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
5. Deliberated and passed: proposal on 2021 annual report and its summary
After deliberation by the directors attending the meeting, the proposal on 2021 annual report and report summary was agreed. The board of Directors believes that the contents of the company’s 2021 annual report and report summary comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
6. Deliberated and passed: proposal on the company’s profit distribution plan in 2021
After deliberation by the directors attending the meeting, the proposal on the company’s profit distribution plan in 2021 was agreed. The board of Directors believes that the profit distribution plan for 2021 formulated by the company, taking into account the reasonable return of investors and the long-term development of the company, and on the premise of ensuring the normal business development, is in line with the actual situation of the company and the provisions of the company law and the articles of association.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
7. Deliberated and approved: the proposal on the use of idle raised funds for cash management was reviewed by the participating directors and agreed to use the idle raised funds of no more than 120 million yuan for cash management and purchase financial products with high safety, good liquidity and guaranteed principal. The term shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and shall be used in a rolling manner within the authorized limit. Within the limit, the board of directors authorizes the chairman to exercise the investment decision and sign relevant contract documents.
0 objected.
8. Deliberated and passed: proposal on the special audit report on the summary of non operating fund occupation and other related fund transactions
After deliberation, the directors attending the meeting agreed to the proposal on the special audit report on the summary of non operating fund occupation and other related fund transactions. The board of directors held that in 2021, the company strictly complied with the relevant provisions of the company law, the GEM Listing Rules of Shenzhen Stock Exchange (revised in December 2020) and the articles of association, and there was no non operational occupation of the company’s funds by the company’s related parties, nor was there any illegal occupation of funds by related parties in previous years and accumulated until December 31, 2021.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
9. Review and approval of the annual proposal on the deposit and use of raised funds
After deliberation, the directors attending the meeting agreed to the proposal on the special report on the annual storage and use of raised funds.
The board of Directors believes that the report on the deposit and use of the company’s raised funds in 2021 complies 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 and the relevant provisions of the company’s raised funds management system. The content of the report is true, accurate and complete, and there are no false records, misleading statements and major omissions, It truthfully reflects the actual storage and use of the company’s raised funds in 2021, and there is no violation of the relevant provisions on the storage and use of raised funds.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
10. Deliberated and passed: the proposal on the self-evaluation report of internal control in 2021 was approved by the participating directors after deliberation. The board of Directors believes that the company has evaluated the effectiveness of the company’s internal control in 2021 and prepared the 2021 internal control self-evaluation report in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, and on the basis of daily and special supervision of internal control. The company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. As of December 31, 2021, the company has found no major defects in internal control.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
11. Deliberated and passed: proposal on the company and its wholly-owned subsidiaries applying for comprehensive credit from banks
After deliberation by the directors attending the meeting, it is agreed that the company and its wholly-owned subsidiaries intend to apply for comprehensive credit from banks and other financial institutions in 2022, with a total amount of no more than RMB 100 million, and the term is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. During the credit period, such credit lines can be recycled.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
12. Deliberated and passed: proposal on renewing the appointment of accounting firms
If the partnership appoints a director of Tianjian accounting firm for 2022, the term of appointment shall be one year after the review of the special accounting firm.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
13. Deliberated and passed: proposal on carrying out forward foreign exchange settlement and sales business
After deliberation by the directors attending the meeting, the proposal on carrying out forward foreign exchange settlement and sales business was agreed. It is agreed that the company and its subsidiaries plan to carry out forward foreign exchange settlement and sales business with an amount not exceeding the equivalent of US $20 million in 2022, and the above amount can be recycled and used in a rolling manner.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
14. Deliberated and passed: the proposal on using idle self owned funds for cash management was reviewed and approved by the directors attending the meeting. It is agreed that the company will use idle self owned funds to invest in principal guaranteed financial products with low risk and high liquidity, with a maximum limit of no more than RMB 200 million. Within this limit, the funds can be used on a rolling basis. Effective from the date of deliberation and approval by the general meeting of shareholders of the company, the investment period of a single investment product shall not exceed 12 months and shall be used in rolling within the authorized amount.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
15. Deliberated and approved: proposal on the actual amount of daily connected transactions in 2021 and expected daily connected transactions in 2022
After deliberation by the directors attending the meeting, the proposal on the actual amount of daily connected transactions in 2021 and the estimated daily connected transactions in 2022. The board of Directors believes that the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 meet the needs of the company’s normal operation and development. The pricing basis of related party transactions is fair and reasonable, which has no impact on the independence of the company and has no adverse impact on the company’s current and future financial status and operating results. These daily related party transactions are priced at market prices and do not harm the interests of shareholders.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
16. Deliberated and passed: proposal on applying for cancellation of delisting risk warning for the company’s stock trading
After deliberation, the directors attending the meeting agreed to the proposal on applying for cancellation of delisting risk warning for the company’s stock trading. The board of Directors believes that the company’s 2021 annual audit report (tjss [2022] No. 978) and the special verification opinions on the deduction of operating income in 2021 (tjss [2022] No. 981) issued by Tianjian Certified Public Accountants (general special partnership), The report shows that the company’s operation in 2021 does not have any of the circumstances specified in Items 1 to 4 of paragraph 1 of article 10.3.10 of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), and the company does not have other circumstances requiring delisting risk warning or other risk warning specified in the gem listing rules. The company meets the conditions for canceling the delisting risk warning.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
17. Deliberated and approved: the proposal on the provision for asset impairment in 2021 was approved by the directors attending the meeting. The board of Directors believes that the provision of asset impairment loss is based on the principle of prudence, fully based, truly and fairly reflects the company’s financial situation and asset value, complies with the accounting standards for business enterprises, and agrees to the provision of asset impairment loss and credit impairment loss.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
18. Deliberated and passed: proposal on convening the 2021 annual general meeting of shareholders
After deliberation by the directors present at the meeting, it is agreed that the company will hold the 2021 annual general meeting of shareholders at room 2104, 218 Hengfeng Road, Jing’an District, Shanghai at 14:00 on April 15, 2022 by combining on-site voting and online voting.
Voting results: 7 directors agreed, accounting for 100% of the number of directors attending the meeting; 0 abstained; 0 objected.
The specific contents of the above 1-18 proposals are detailed in the company’s publication in the China Securities Regulatory Commission on the same day
