Stock Code: Oriental Times Media Corporation(002175) stock abbreviation: ST Dongwang Announcement No.: 2022012 Oriental Times Media Corporation(002175)
Announcement of the resolution of the sixth meeting of the seventh 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
Oriental Times Media Corporation(002175) (hereinafter referred to as “the company”) the sixth meeting of the seventh board of directors was notified by email, telephone, SMS and wechat on March 21, 2022. It was held in the company’s conference room at 10:30 a.m. on March 25, 2022 by on-site combined with communication. The meeting was presided over by Mr. Zhang Qun, the chairman of the board of directors. There were 9 directors of the company and 9 directors actually participated in the meeting, The meeting shall be held in accordance with the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
The board of directors considered and adopted the following resolutions:
1. The meeting adopted the proposal on the work report of the board of directors of the company in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention.
Chen Shouzhong, Shouqi and Ding Jianan, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For the work report of the board of directors in 2021 and the work report of independent directors in 2021, please refer to the designated information disclosure media cninfo.com on the same day.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. The meeting adopted the proposal on the work report of the general manager of the company in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention.
The directors attending the meeting carefully listened to the general manager’s work report for 2021 made by the general manager of the company, and believed that the management of the company effectively implemented the resolutions of the board of directors in 2021, and the report objectively and truly reflected the main work of the management in 2021.
3. The meeting adopted the proposal on the company’s 2021 annual report and its summary with 9 affirmative votes, 0 negative votes and 0 abstention.
For details of the 2021 annual report, please refer to cninfo.com, the designated information disclosure media on the same day. For details of the summary of the 2021 annual report, please refer to the designated information disclosure media on the same day, such as securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. The meeting adopted the proposal on the company’s 2021 annual financial statement report with 9 affirmative votes, 0 negative votes and 0 abstention.
The audited main financial data of the company in 2021 are shown in the table below:
Increase or decrease in 20212020 compared with the previous year
Operating income (yuan): 2338078747321153604051 10.53%
Net profit attributable to shareholders of listed company 40939063742 -107515178801 138.08%
(yuan)
Deduction attributable to shareholders of listed companies is not – 4236702134 – 9256779087 54.23%
Net profit of recurring profit and loss (yuan)
Net cash flow from operating activities -10929701583919851961 -127.88%
(yuan)
Basic earnings per share (yuan / share) 0.3206 -0.8421138.07%
Diluted earnings per share (yuan / share) 0.3206 -0.8421138.07%
Weighted average return on net assets n / a n / a n / A
At the end of 2021 and 2020, the Year-end of this year is higher than that of the previous year
Increase or decrease
Total assets (yuan): 6165124875661495510803 0.25%
Net assets attributable to shareholders of listed companies 32488075335 – 90442642831 135.92%
(yuan)
For details, see section X of the 2021 annual report and the financial report. This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. The meeting adopted the proposal on the company’s self-evaluation report on internal control in 2021 by 9 votes in favor, 0 against and 0 abstention.
For details of the self-evaluation report on internal control in 2021, please refer to cninfo.com, the designated information disclosure media on the same day.
The independent directors of the company expressed their independent opinions on this matter.
6. The meeting adopted the proposal on profit distribution in 2021 with 9 in favor, 0 against and 0 abstention.
According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), as of December 31, 2021, the undistributed profit of the company was -162645698879 yuan. Therefore, in 2021, the company plans not to carry out cash dividends, capital reserve conversion to share capital and bonus shares.
The independent directors of the company expressed their independent opinions on this matter.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The voting result of the proposal on the confirmation of the company’s 2021 remuneration scheme for non independent directors and senior executives and allowance scheme for independent directors: 0 in favor, 0 against, 0 abstention and 9 avoidance.
In 2021, the remuneration of directors and senior executives of the company is detailed in Section IV, corporate governance 3, remuneration of directors, supervisors and senior managers of the 2021 annual report.
This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors avoid voting and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company expressed their independent opinions on this matter.
8. The meeting adopted the proposal on applying for cancellation of delisting risk warning and other risk warnings for the company’s stock trading with 9 votes in favor, 0 against and 0 abstention
According to the company’s 2021 annual audit report issued by ZTE caiguanghua Certified Public Accountants (special general partnership), the net assets attributable to the shareholders of the listed company at the end of 2021 were 32488075335 yuan, and the delisting risk warning of the company’s stock trading in the early stage no longer exists. In addition, the audit opinion of the company’s financial statements in 2021 is a standard unqualified opinion, the uncertainty of the company’s sustainable operation ability has been eliminated, and the situation that the company’s stock trading was subject to other risk warnings in the early stage does not exist at present.
In addition, the company does not have the factors leading to delisting risk warning and other risk warnings specified in the listed companies of Shenzhen Stock Exchange. For specific information, see the announcement on applying for cancellation of delisting risk warning and other risk warnings for the company’s stock trading disclosed on cninfo.com on the same day.
The independent directors of the company expressed their independent opinions on this matter.
The company has applied to Shenzhen Stock Exchange to cancel the delisting risk warning and other risk warnings for the company’s stock trading.
9. The meeting adopted the proposal on Amending Some Provisions of the articles of association by 9 votes in favor, 0 against and 0 abstention
Due to the increase of the registered capital of the company due to the conversion of capital reserve into shares in the reorganization of the company, the relevant statements on the registered capital in the articles of association shall be revised. In addition, due to the revision of rules, regulations and rules such as the guidelines for the articles of association of listed companies (revised in January 2022), the company revised and adjusted some provisions of the articles of association according to the latest regulatory rules. See securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. The meeting adopted the proposal on renewing the appointment of accounting firms with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of directors of the company agreed to continue to appoint ZTE caiguanghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
The independent directors of the company have expressed their independent opinions approved and agreed in advance.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The meeting adopted the proposal on convening the 2021 annual general meeting of shareholders of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
The company plans to hold the 2021 annual general meeting of shareholders on time at 14:30 p.m. on April 15, 2021. For details, see the notice on convening the 2021 annual general meeting of shareholders of the company disclosed on cninfo.com on the same day.
3、 Documents for future reference
1. Resolutions of the 6th meeting of the 7th board of directors;
2. Prior approval opinions of independent directors;
3. Independent opinions of independent directors on matters related to the sixth meeting of the seventh board of directors.
It is hereby announced.
Oriental Times Media Corporation(002175) board of directors March 25, 2002
