Securities code: Guangzhou Haige Communications Group Incorporated Company(002465) securities abbreviation: Guangzhou Haige Communications Group Incorporated Company(002465) Announcement No.: 2022006 Guangzhou Haige Communications Group Incorporated Company(002465)
Announcement of resolutions of the 15th meeting of the 5th board of supervisors
The company and all members of the board of supervisors 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 the notice of convening the 15th meeting of the 5th board of supervisors to all supervisors 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, No. 163, xipingyun Road, Huangpu Road, Guangzhou. All three supervisors of the company attended the meeting and participated in the voting (among which Mr. Song Xudong participated in the voting by means of communication). The meeting was presided over by Mr. Bai Ziwu, chairman of the board of supervisors. The meeting was held in accordance with the company law, the articles of association and relevant laws and regulations.
After careful deliberation, the attending supervisors voted on the following matters and formed the following resolutions of the board of supervisors:
1、 Deliberated and adopted the work report of the board of supervisors in 2021
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
For details, the company published it on cninfo.com.cn on March 26, 2022 Report on the work of the board of supervisors in 2021.
2、 Deliberated 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: 3 affirmative votes, 0 abstention votes and 0 negative votes.
3、 Deliberated and adopted the self-evaluation report on internal control in 2021
The board of supervisors believes that the company has established a relatively perfect internal control system. The company's existing internal control system meets the requirements of national laws and regulations, meets the needs of the current actual situation of the company's production and operation, has been effectively implemented in the company's operation and management, and has played a good role in controlling and preventing all processes and links of the company's operation. The company's 2021 internal control self-evaluation report truly and completely reflects the current situation of the establishment, improvement and implementation of the company's internal control system, The overall evaluation of internal control is objective and accurate. The board of supervisors agreed to the 2021 annual internal control self evaluation report of the company.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
4、 The proposal on 2021 profit distribution plan was deliberated and adopted
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.
The board of supervisors believes that the profit distribution plan is in line with the actual situation and development needs of the company, does not damage the interests of the shareholders of the company, especially the minority shareholders, complies with the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions of the CSRC, and is conducive to the normal operation and healthy development of the company, Agree to the profit distribution plan for 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
5、 The proposal on the provision for asset impairment was deliberated and adopted
The board of supervisors believes that the company's resolution procedure for withdrawing the provision for asset impairment this time is legal, compliant and based on sufficient basis, and complies with the accounting standards for business enterprises and the relevant accounting policies of the company. The company's withdrawing the provision for asset impairment this time can fairly reflect the company's asset status, financial status and operating results, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
6、 Deliberated and adopted the annual report and summary of 2021
After review, the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report and summary by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
7、 The special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
8、 2021 annual social responsibility review and adoption Report
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
9、 The proposal on 2021 annual salary assessment and 2022 annual performance assessment objectives of senior managers of the company was reviewed and approved
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
10、 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 board of supervisors agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
11、 The proposal on using idle self owned funds to invest in low-risk short-term financial products was deliberated and adopted
The board of supervisors believes that in view of the good operation and stable financial situation of the company, 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, which is conducive to improving the efficiency of fund use, making rational use of idle self owned funds and increasing the company's income.
Therefore, we agree to this proposal and request the general meeting of shareholders of the company to authorize the management of the company to exercise the investment decision-making power within the above limit, and the finance department is responsible for the specific purchase. The authorization period is valid from the date of deliberation and approval of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in the next year.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
12、 The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
The board of supervisors believes that the related party transactions involved in the company are necessary for the normal production and operation of the company. On the basis of equality and mutual benefit, both parties follow the principle of marketization, and there is no damage to the interests of the company and minority shareholders.
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
13、 The proposal on the prediction of external donations in 2022 was deliberated and adopted
Voting results: 3 affirmative votes, 0 abstention votes and 0 negative votes.
It is hereby announced.
Guangzhou Haige Communications Group Incorporated Company(002465) board of supervisors
March 26, 2022
