Securities code: Guangdonghectechnologyholdingco.Ltd(600673) securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) No.: Lin 202230 bond Code: 163049 bond abbreviation: 19 dongke 02
Guangdonghectechnologyholdingco.Ltd(600673)
Announcement of resolutions of the 10th meeting of the 11th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
On March 25, 2022, Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company”) held the 10th meeting of the 11th board of supervisors by means of communication voting, and all supervisors expressed their opinions on the proposal of the board of supervisors by means of communication. The meeting complies with the provisions of the company law and the articles of association. After deliberation, the following resolutions are formed:
1、 The 2021 annual report and summary of the company (3 in favor, 0 against and 0 abstention) was reviewed and adopted;
1. The preparation and review procedures of the annual report comply with the provisions of laws, regulations, the articles of association and the company’s internal management system;
2. The content and format of the company’s annual report comply with the provisions of the CSRC and the stock exchange, and the information contained can truly reflect the company’s business management and financial status in 2021 from all aspects;
3. No personnel involved in the preparation and review of the annual report were found to have violated the confidentiality provisions.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 The work report of the board of supervisors of the company in 2021 was reviewed and adopted (3 in favor, 0 against and 0 abstention);
The proposal shall be submitted to the general meeting of shareholders for deliberation.
3、 The company’s financial final accounts report for 2021 was reviewed and adopted (3 in favor, 0 against and 0 abstention);
The proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 The plan on profit distribution in 2021 was reviewed and adopted (3 in favor, 0 against and 0 abstention);
The board of supervisors agreed that since the company has implemented share repurchase in 2019 and 2020, in order to ensure the sustainable development of the company, the company will not carry out profit distribution or convert capital reserve into share capital in 2021 after comprehensively considering the development stage, actual operation, profitability, future cash flow and operating capital demand of the company, The retained undistributed profits will be used to support the business development and working capital needs of the company, comply with the company’s dividend policy, and there is no violation of laws, regulations and the articles of association.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 The proposal on the self-evaluation report of the company’s internal control in 2021 (3 votes in favor, 0 votes against and 0 abstention) was deliberated and adopted;
6、 The proposal on the prediction of daily connected transactions in 2022 (3 votes in favor, 0 against and 0 abstention) was considered and adopted;
1. The price of the company’s daily related party transactions in 2022 is expected to be fair and reasonable without harming the interests of the company and other shareholders;
2. The related directors avoided voting when deliberating this related party transaction proposal, and the deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations, the articles of association and the decision-making system of related party transactions of the company.
As the amount involved in the related party transaction is more than 30 million yuan and more than 5% of the company’s net assets, according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the rules of procedure of the general meeting of shareholders, this transaction needs to be approved by the general meeting of shareholders before it can take effect.
7、 The proposal on the explanation of the company’s fund occupation was deliberated and adopted (3 in favor, 0 against and 0 abstention);
8、 The proposal on using idle self owned funds to purchase bank financial products in 2022 was considered and adopted (3 votes in favor, 0 votes against and 0 abstention);
The board of supervisors agreed that the low-risk financial products to be purchased by the company and its subsidiaries are not venture capital. On the premise of ensuring that the normal production and operation of the company and its subsidiaries and ensuring the safety of funds, the purchase of low-risk bank financial products is conducive to improving the efficiency and income of funds under the premise of risk control and will not have an adverse impact on the normal production, operation and management of the company, In line with the interests of the company and all shareholders, there is no damage to the interests of minority shareholders.
9、 The proposal on developing bill pool business in 2022 (3 in favor, 0 against and 0 abstention) was considered and adopted;
The board of supervisors unanimously agreed that the company’s bill pool business is conducive to reducing the cost of the company’s bill management, comprehensively revitalizing the bill resources, reducing the occupation of monetary funds, improving the use efficiency of current assets, maximizing shareholders’ rights and interests, and there is no damage to the interests of listed companies and minority shareholders.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10、 The proposal on changes of accounting policies was reviewed and adopted (3 in favor, 0 against and 0 abstention);
The board of supervisors unanimously agreed that the change of accounting policy is based on the question and answer on the implementation of accounting standards for business enterprises issued by the accounting department of the Ministry of finance of the people’s Republic of China on November 1, 2021. The implementation of this accounting policy change can objectively and fairly reflect the company’s financial situation and operating results; Relevant decision-making procedures comply with relevant laws and regulations, the articles of association and other provisions, and there is no damage to the interests of the company and shareholders.
11、 The review opinions on the operation in 2021 was reviewed and adopted (3 in favor, 0 against and 0 abstention);
According to the company’s operation in 2021, the board of supervisors issued the following audit opinions:
(I) review opinions of the board of supervisors on the legal operation of the company
In 2021, the company was able to operate in strict accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, as well as the resolutions of the general meeting of shareholders, and earnestly implemented various resolutions. Its decision-making procedures were in line with the provisions of the company law and the articles of association. The operation decision-making is scientific and reasonable, a relatively perfect internal management and internal control system has been established, and a good internal control mechanism has been established. The directors and senior managers of the company are diligent, honest and self disciplined, abide by discipline and law, strictly implement the resolutions of the general meeting of shareholders and the board of directors, and have not found any behavior in violation of laws, regulations, the articles of association or damaging the interests of the company.
(II) audit opinions of the board of supervisors on the inspection of the company’s financial situation
The board of supervisors carefully inspected the company’s assets, financial status and accounting materials, and believed that the company can strictly implement the national accounting regulations, accounting standards and accounting systems, has a sound internal financial management system and management system, and the financial management is relatively standardized.
(III) review opinions of the board of supervisors on the acquisition and sale of assets of the company
Considering the internal asset sinking process of the counterparty and the market environment, the company terminated the issue of shares to purchase 100% equity of Yichang Guangdonghectechnologyholdingco.Ltd(600673) Biochemical Pharmaceutical Co., Ltd. held by Yichang Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd. in 2021, and raised supporting funds by non-public offering of shares at the same time.
The board of supervisors considered that the deliberation procedures for terminating the above asset acquisition comply with the provisions of relevant laws, regulations and the articles of association, will not have a significant adverse impact on the company’s operation and financial status, and will not damage the interests of the company and all shareholders, and agreed with the board of directors of the company to terminate the above asset acquisition.
In 2021, the company carried out major asset sales, sold 226200000 domestic shares of Yichang Guangdonghectechnologyholdingco.Ltd(600673) Changjiang Pharmaceutical Co., Ltd. (hereinafter referred to as ” Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical”) held by the company to Guangdong Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd., and sold 226200000 “fully circulating” H shares of Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd. held by the company to Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) Sales Co., Ltd, Accounting for 51.41% of the total shares of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical. The above-mentioned sale of assets is in line with the interests of the company, the procedures are legal and effective, and no violations and damage to the interests of minority shareholders are found.
(IV) review opinions of the board of supervisors on the company’s connected transactions
The related party transactions of the company in 2021 are legal, fair and impartial, and the price of related party transactions is reasonable. The voting procedures of the board of directors and the general meeting of shareholders to consider related party transactions comply with relevant laws and regulations and the articles of association. Related directors and related shareholders avoid voting, and independent directors give full play to their responsibilities and roles in decision-making and supervision of related party transactions and express independent opinions on related party transactions of the company. At the same time, the company earnestly performs the corresponding information disclosure obligations in strict accordance with the requirements of the CSRC and the exchange, fully discloses the relevant related party transaction information, and ensures the fairness of related party transactions and the transparency of transaction behavior. The company’s related party transactions did not damage the interests of the company and the interests of minority shareholders.
It is hereby announced.
Guangdonghectechnologyholdingco.Ltd(600673) board of supervisors March 26, 2022
