Great Wall International Acg Co.Ltd(000835)
Work report of the board of directors in 2021
March 23, 2022
In 2021, the board of directors of Great Wall International Acg Co.Ltd(000835) (hereinafter referred to as “the company”) strictly followed
The company law, the securities law, the guidelines for the governance of listed companies and other laws, regulations, normative documents and the articles of association, actively and effectively exercise the functions and powers of the board of directors and earnestly implement them in an attitude of being responsible to all shareholders
Implement the resolutions of the general meeting of shareholders, diligently carry out the work of the board of directors, and earnestly safeguard the company and shareholders, especially
Interests of minority shareholders. The report on the work of the company’s directors in 2021 is as follows:
1、 Operation in 2021
Due to the comprehensive factors such as overdue debts, loss of personnel and litigation disputes, the company is still in a large loss in 2021
Damage status. In 2021, the company realized an operating revenue of 2.3712 million yuan, a year-on-year decrease of – 57.66%; The net profit attributable to shareholders of listed companies was -454 million yuan, a year-on-year decrease of 123.21%; Earnings per share was -1.39 yuan, a decrease of 123.21% over the same period last year;
The total assets are -1.227 billion yuan, and the owner’s equity attributable to shareholders of listed companies is -1.034 billion yuan.
1、 Convening of the board of directors
In 2021, the company held 19 meetings of the board of directors, as follows:
No. date of the session of the conference matters considered and adopted
1. The proposal on the election of non independent directors of the ninth board of directors of the company was deliberated and adopted one by one;
The 9th board of directors March 2021
1. For the first time in 2021, 2. The proposal on the election of independent directors at the interim meeting of the ninth board of directors of the company on February 2 was deliberated and adopted item by item;
3. The proposal on convening the first extraordinary general meeting of shareholders in 2021 was deliberated and adopted.
1. Deliberated and passed the proposal on electing the chairman of the ninth board of directors of the company;
2. Deliberated and passed the proposal on adjusting the special committee of the ninth board of directors into the member and chairman of the ninth board of directors;
2 the second time in 2021 March 2021
On March 18, the proposal on appointing Mr. Shi Ximin as the general manager of the company was deliberated and adopted;
4. Deliberated and passed the proposal on appointing Mr. Liu ruinian as the executive deputy general manager of the company;
5. The proposal on the proposed change of the legal representative of the company was deliberated and adopted.
On March 1, 2021, the 9th board of directors deliberated and approved the proposal on appointing Mr. Shi yuepeng as the general manager of the company on March 29, 2021;
2. The interim meeting deliberated and adopted the proposal on the proposed change of the legal representative of the company.
The 9th board of directors 1. Deliberated and approved the proposal on not recognizing the fourth entrusted business framework agreement and supplementary agreement of Chuzhou Great Wall International Animation Tourism in 2021;
On February 23, the interim meeting deliberated and adopted the proposal on signing the guarantee liability settlement agreement with Shanxi Zhenxing Biological Pharmaceutical Co., Ltd.
On April 1, 2021, the 9th board of directors deliberated and approved the proposal on the company’s plan to apply to the court for pre reorganization; 5. The proposal on convening the second extraordinary general meeting of the company in 2021 was deliberated and adopted on June 26, 2021.
1. Deliberated and adopted the work report of the board of directors in 2020;
2. Deliberated and adopted the 2020 general manager’s work report;
3. Deliberated and adopted the full text and summary of the 2020 annual report;
4. Deliberated and passed the proposal of 2020 profit distribution plan;
5. Deliberated and adopted the 2020 internal control evaluation report;
The 9th board of directors 6. Deliberated and adopted the special note on audit report on non-standard opinions; 6 the first time in 2021 April 2021
On July 29, the special meeting note on internal control audit report on non-standard opinions was considered and adopted;
8. Deliberated and passed the proposal on the change of accounting policies of the company;
9. Deliberated and adopted the full text and text of the report for the first quarter of 2021;
10. Deliberated and passed the proposal on correction and retroactive adjustment of previous accounting errors;
11. The proposal on convening the 2020 annual general meeting of shareholders of the company was deliberated and adopted.
1. Deliberated and passed the proposal on signing the principal-agent contract with Beijing Dacheng (Hangzhou) law firm;
2. The 9th board of directors deliberated and approved the proposal on signing 7 the sixth principal-agent agreement with Beijing Dacheng (Nanjing) law firm in 2021 and may 2021;
On March 10, the interim meeting deliberated and approved the proposal on the proposed signing of the special legal adviser agreement for reorganization with Beijing Dacheng Law Firm;
4. The proposal on signing reorganization consulting service agreement with Beijing deep blue reorganization Consulting Co., Ltd. was deliberated and adopted.
On June 1, 2021, the 9th board of directors deliberated and adopted the proposal on Amending the articles of Association;
8. The proposal on convening the third extraordinary general meeting of the company in 2021 was deliberated and adopted on April 4, 2021.
1. Deliberated and passed the proposal on the proposed borrowing and related party transactions from Shanxi Zhenxing Biological Pharmaceutical Co., Ltd;
On June 2, 2021, the 9th board of directors deliberated and approved the proposal on the salary scheme of non independent directors, supervisors and senior managers on the 21st day of the 8th month in 2021;
3. The interim meeting deliberated and adopted the proposal on the remuneration scheme of independent directors;
4. The proposal on convening the fourth extraordinary general meeting of shareholders in 2021 was deliberated and adopted.
The 9th board of directors 1. Deliberated and adopted the full text and summary of the 2021 semi annual report;
10. The proposal on Authorizing the management of the company to vote on the reorganization plan (Draft) of Sichuan Fubang vanadium titanium Conference on August 28 of brake drum Co., Ltd. was deliberated and approved for the second time in 2021. August 2, 2021.
The 9th board of directors 1. Deliberated and approved the proposal on applying to Xiamen intermediate people’s court to withdraw the ninth application for September 2021 in 2021;
The proposal on convening the fifth extraordinary general meeting of shareholders in 2021 was deliberated and adopted at the extraordinary meeting on February 16.
1. Deliberated and adopted the proposal on the receipt of interim proposals from shareholders for the reorganization of the board of directors and the board of supervisors;
The 9th board of directors September 2021
12. The 10th meeting in 2021 considered and adopted the proposal on the performance of the board of directors and the board of supervisors of the company on May 27;
3. The proposal on delaying the convening of the fifth extraordinary general meeting of shareholders in 2021 was deliberated and adopted.
The 9th board of directors September 2021
13. On November 30, 2021, the proposal on Canceling Part of the proposal of the general meeting of shareholders was deliberated and adopted. Provisional meeting
1. Deliberated and passed the proposal on electing the chairman of the ninth board of directors of the company;
2. Deliberated and passed the proposal on electing the special committee of the ninth board of directors of the company into the members and chairman of the ninth board of directors;
14. On October 3, 2021, the 12th extraordinary meeting on appointing Mr. Yuan Tongsu as the general manager of the company was deliberated and adopted;
4. Deliberated and passed the proposal on the appointment of other senior managers of the company; 5. Deliberated and passed the proposal on the proposed change of the legal representative of the company; 6. Deliberated and adopted the proposal on continuing to promote the pre reorganization and reorganization of the company
Case;
7. The proposal on recommending Beijing Jingshi law firm and Shanghai Tongli law firm as temporary managers in the pre reorganization stage of the company was deliberated and adopted.
1. Deliberated and adopted the proposal on the outline of the company’s strategic development plan for the next five years
