Securities code: Guangzhou Haige Communications Group Incorporated Company(002465) securities abbreviation: Guangzhou Haige Communications Group Incorporated Company(002465) Announcement No.: 2022005 Guangzhou Haige Communications Group Incorporated Company(002465)
Announcement on the resolution of the 27th meeting of the 5th 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.
Guangzhou Haige Communications Group Incorporated Company(002465) (hereinafter referred to as " Guangzhou Haige Communications Group Incorporated Company(002465) " or "the company") sent a notice of convening the 27th meeting of the 5th board of directors to all directors and other non voting personnel of the company by written notice, telephone, e-mail and other means on March 14, 2022. The meeting was held on March 24, 2022 in the conference center on the third floor of tower a, Guangdian Pingyun Plaza, 163 xipingyun Road, Huangpu Avenue, Guangzhou. All nine directors of the company attended the meeting and participated in the voting (Mr. Liu Yan participated in the voting by means of communication). The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Chairman Yang Haizhou. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
After careful discussion, the attending directors voted on the following matters and formed the following resolutions of the board of directors:
1、 The work report of the board of directors in 2021 was reviewed and adopted
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
See the relevant contents of the 2021 annual report of the board of directors published on cninfo.com.cn Section IV of the annual report 2021 on.
2、 The general manager's work report for 2021 was reviewed and adopted
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
3、 Reviewed and adopted the financial final accounts report of 2021
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
Independent directors of the company expressed independent opinions.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published it on cninfo.com.cn on March 26, 2022 Self evaluation report on internal control in 2021 and independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors.
5、 The proposal on the profit distribution plan for 2021 was reviewed and approved
The audit of Lixin Certified Public Accountants (special general partnership) confirmed that the company (parent company) achieved a net profit of 58700519010 yuan in 2021. According to the provisions of the company law and the articles of association, after the statutory surplus reserve of 5870051901 yuan is withdrawn, the profit available for distribution to shareholders of the company is 252429184678 yuan (including the undistributed profit of 199598717569 yuan in previous years).
According to the company's profit realization and development needs, the profit distribution plan for 2021 is as follows:
Based on 2304448671 shares of the company's total share capital as of December 31, 2021, a cash dividend of 1.50 yuan (including tax) will be distributed for every 10 shares, a cash dividend of 34566730065 yuan will be distributed, and the remaining undistributed profit of 217862454613 yuan will be carried forward to the next year.
In 2021, no bonus shares will be given and no capital reserve will be converted into share capital.
Independent directors of the company expressed independent opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 26, 2022 Announcement on profit distribution plan for 2021 on. The opinions of independent directors are detailed in the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors published on cninfo.com.
6、 The proposal on the provision for asset impairment was deliberated and adopted
The company's provision for asset impairment in 2021 totaled 1555753 million yuan, reducing the company's net profit attributable to shareholders of the listed company in 2021 by 1555753 million yuan, and correspondingly reducing the company's owner's equity attributable to shareholders of the listed company in 2021 by 1555753 million yuan; After the provision for asset impairment is made, the total profit of the company in 2021 is 734154 million yuan, and the net profit attributable to the shareholders of the listed company is 6536115 million yuan.
Independent directors of the company expressed independent opinions.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 26, 2022 Announcement on the provision for impairment of assets. The opinions of independent directors are detailed in the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors published on cninfo.com.
7、 The annual report and summary for 2021 were reviewed and adopted
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 26, 2022 Summary of annual report 2021 on; See cninfo.com for details of annual report 2021.
8、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
Independent directors of the company expressed independent opinions.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 26, 2022 Special report on the deposit and use of raised funds in 2021. The opinions of independent directors are detailed in the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors published on cninfo.com.
9、 The 2021 social responsibility report was reviewed and adopted
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published it on cninfo.com.cn on March 26, 20222021 annual social responsibility report on.
10、 The proposal on the implementation of the tenure system and contractual management of managers in the company and its subsidiaries at all levels was deliberated and adopted
In order to thoroughly implement the central government's work deployment on the implementation of the tenure system and contractual management of managers of state-owned enterprises, earnestly implement the tasks of the three-year action plan for the reform of state-owned enterprises in Guangzhou, promote the municipal state-owned enterprises to further deepen the market-oriented reform, stimulate the vitality and efficiency of enterprises and promote high-quality development, the board of directors of the company agreed to implement the tenure system and contractual management of managers in the company and its subsidiaries at all levels.
Independent directors of the company expressed independent opinions.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
The opinions expressed by independent directors are published on cninfo.com.cn Independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors.
11、 The proposal on remuneration and performance appraisal of senior management personnel was reviewed and approved
The board of directors agreed to formulate the management measures for performance appraisal and remuneration of senior managers, and the original management measures for annual performance appraisal and remuneration of senior managers (formulated in August 2014) shall be abolished at the same time.
Independent directors of the company expressed independent opinions.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
The measures for performance appraisal and salary management of senior managers was published on cninfo.com.cn on March 26, 2022 Come on. The opinions of independent directors are detailed in the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors published on cninfo.com.
12、 The proposal on 2021 annual salary assessment and 2022 annual performance assessment objectives of senior managers of the company was reviewed and approved
According to the management measures for performance appraisal and remuneration of senior managers of the company, the remuneration and assessment committee of the board of directors of the company evaluates the annual performance of senior managers of the company in combination with the operating conditions of the company in 2021, and determines the remuneration of senior managers in 2021; At the same time, the meeting approved the basic annual salary, performance annual salary base and assessment indicators of the company's senior managers in 2022.
Independent directors of the company expressed independent opinions.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
The opinions expressed by independent directors are published on cninfo.com.cn Independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors.
13、 The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was reviewed and approved
The meeting agreed to the evaluation report of the audit committee of the Fifth Board of directors on the audit institution of the company in 2021 (special general partnership), and agreed to continue to appoint Lixin Accounting firm (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022, The general meeting of shareholders of the company is requested to authorize the management of the company to negotiate with Lixin certified public accountants to determine the relevant audit fees according to the specific audit requirements and audit scope of the company in 2022.
The independent directors expressed their prior approval opinions and independent opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 26, 2022 Announcement on the proposed appointment of accounting firms. The opinions expressed by independent directors are detailed in the prior approval opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors and the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors published on cninfo.com.
14、 The proposal on using idle self owned funds to invest in low-risk short-term financial products was deliberated and adopted
In order to improve the use efficiency of funds, make rational use of idle self owned funds and increase the company's income, the meeting agreed that the company and its subsidiaries (including wholly-owned subsidiaries and holding subsidiaries) use idle self owned funds of no more than RMB 2.5 billion to invest in low-risk short-term financial products, and submitted to the general meeting of shareholders of the company to authorize the management of the company to exercise investment decision-making power within the above amount, and the finance department is responsible for specific purchase matters, The authorization period is valid from the date of deliberation and approval of the company's 2021 annual general meeting to the date of convening the next annual general meeting.
Independent directors of the company expressed independent opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 26, 2022 Announcement on using idle self owned funds to invest in low-risk short-term financial products. The opinions of independent directors are detailed in the independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors published on cninfo.com.
15、 The proposal on applying for comprehensive credit from banks in 2022 was deliberated and adopted
Based on the needs of the company's business development and capital planning, the company plans to apply to relevant banks for a credit and financing line of less than 4 billion yuan (including this amount) in 2022. This line includes short-term loan, long-term loan, bank acceptance bill, letter of guarantee, supply chain financing and other comprehensive credit. It is submitted to the general meeting of shareholders of the company to authorize the management of the company to negotiate and sign specific contract matters with relevant banks according to the actual business needs. The lines of trade financing, letter of guarantee, bank acceptance bill and other lines are determined according to the actual needs. This item is valid from the date of deliberation and approval of the company's 2021 annual general meeting to the date of convening the next annual general meeting. If a new loan line is added on this basis, the approval procedure shall be performed again.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 abstention votes and 0 negative votes.
16、 Deliberated and adopted the
