Securities code: Great Wall International Acg Co.Ltd(000835) securities abbreviation: Great Wall animation Announcement No.: 2022029 Great Wall International Acg Co.Ltd(000835)
Announcement on the resolution of the first meeting of the ninth board of directors in 2022
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
Great Wall International Acg Co.Ltd(000835) (hereinafter referred to as “the company”) the first meeting of the ninth board of directors in 2022 was held in the company’s conference room on March 23, 2022 by on-site combined communication, and the meeting notice was sent to all directors by telephone, wechat and e-mail on February 23, 2021. There are 8 directors who should attend the meeting and 8 actually attended the meeting. The meeting was convened and held in accordance with the company law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of Great Wall International Acg Co.Ltd(000835) articles of association.
The directors attending the meeting considered and adopted relevant proposals by means of communication and on-site voting.
2、 Deliberations of the board meeting
1. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the 2021 work report of the board of directors of Great Wall animation on China Securities News.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the 2021 general manager’s work report
Voting results: 8 in favor, 0 against and 0 abstention.
3. Deliberated and adopted the full text and summary of the 2021 Annual Report
Upon examination, the directors present at the meeting believed that the procedures for the preparation and deliberation of the Great Wall International Acg Co.Ltd(000835) 2021 annual report of the board of directors complied with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflected the actual situation of the listed company, without any false records, misleading statements or major omissions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And 2021 annual report and 2021 annual report summary (Announcement No.: 2022030) on China Securities Journal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal of profit distribution plan for 2021
The audit of zhongtianyun Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the shareholders of the parent company in 2021 was -45359535205 yuan, and the net profit realized by the parent company was -28937531346 yuan; As of December 31, 2021, the cumulative undistributed profit in the consolidated statements of the company is -145578361299 yuan, and the cumulative undistributed profit in the statements of the parent company is -128053588762 yuan.
In view of the negative profit available to shareholders at the end of 2021 of the parent company, the board of Directors proposes not to distribute the profit in 2021 and not to convert the capital reserve into share capital.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the “special note on no profit distribution in 2021” on China Securities Journal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the self-evaluation report on internal control in 2021
The board of directors recognizes the evaluation results of internal control and will actively implement the relevant rectification plans.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the 2021 internal control self evaluation report on China Securities Journal.
6. Deliberated and adopted the special note on audit report on non-standard opinions
Voting results: 8 in favor, 0 against and 0 abstention.
The board of directors will focus on the implementation of various work related to the company’s sustainable operation and work with the company’s management to ensure the healthy, stable and sustainable development of the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the special notes on the audit report on non-standard opinions on China Securities Journal.
7. Deliberated and adopted the special note on internal control audit report on non-standard opinions
Voting results: 8 in favor, 0 against and 0 abstention.
The board of directors will actively implement and improve various rectification measures. Establish a good internal control system with the company’s management.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the special note on internal control audit report with non-standard opinions on China Securities Journal.
8. The proposal on the provision for asset impairment was deliberated and adopted
In accordance with the accounting standards for business enterprises, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the company’s accounting policies, in order to truly and accurately reflect the company’s financial status, asset value and operating results as of December 31, 2021, The company has conducted a comprehensive inspection and impairment test on various assets of the company and its subsidiaries, and believes that there are obvious signs of impairment of some assets. Based on the principle of prudence, the company plans to withdraw corresponding impairment reserves for relevant assets within the scope of the company’s consolidated statements as of December 31, 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The audit committee of the board of directors of the company issued a statement on the reasonableness of the provision for asset impairment this time, and the independent directors expressed their agreed independent opinions on this matter.
For details, see the announcement on the provision for asset impairment in 2021 (Announcement No.: 2022033) published in China Securities Journal and cninfo.com on the same day as this announcement.
9. Deliberated and passed the proposal on the outstanding losses reaching one third of the total paid in share capital
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the outstanding losses reaching one third of the total paid in share capital (Announcement No.: 2022032) published in China Securities Journal and cninfo.com on the same day as this announcement.
10. Deliberated and passed the proposal on the proposed transfer of 51% equity of the holding Sun company
Xiamen Digital Game Network Technology Co., Ltd. is an indirect holding subsidiary established by Hunan Hongmeng cartoon Communication Co., Ltd., a wholly-owned subsidiary of the company, with a subscribed capital of 5.1 million yuan (accounting for 51% of the total share capital). In 2021, the operating revenue was 0.1 million yuan, the net profit was -523800 yuan, and the net assets by the end of 2021 were -523800 yuan (the above financial data were not audited).
Up to now, the company has not actually contributed the above subscribed capital due to financial difficulties and other reasons. In order to further reduce the burden of the company and peel off inefficient assets, the company plans to transfer 51% of the equity of Xiamen digital mobile game network technology Co., Ltd. and authorize the company’s management to be responsible for the subsequent specific transfer and handling industrial and commercial changes within the authority of the board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
11. Deliberated and passed the proposal on changing the office address of subsidiaries
In order to strengthen the internal control management and business development of important subsidiaries, the company plans to move the office address of Chuzhou Great Wall International Animation Tourism Creative Park Co., Ltd. (hereinafter referred to as “Chuzhou Creative Park”) to room 1702, Xiamen first square, No. 2 Lujiang Road, Siming District, Xiamen City, Fujian Province. The registered address of Chuzhou creative park will not be changed.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the announcement on the change of office address of subsidiaries (Announcement No.: 2022034) published in China Securities Journal and cninfo on the same day as this announcement.
3、 Other instructions and risk tips
The company will hold the 2021 annual general meeting of shareholders within the statutory time limit according to the work progress. The company solemnly reminds investors of cninfo（ http://www.cn.info.com.cn. ）And China Securities Journal are the information disclosure media designated by the company. All information about great wall animation shall be subject to the official announcement published by the company in the above designated media. Please pay attention to the company’s announcement and pay attention to investment risks.
4、 Documents for future reference
1. Resolution of the first meeting of the ninth board of directors in 2022.
Great Wall International Acg Co.Ltd(000835) March 25, 2022
