Securities code: Yunnan Tourism Co.Ltd(002059) securities abbreviation: Yunnan Tourism Co.Ltd(002059) Announcement No.: 2022008 Yunnan Tourism Co.Ltd(002059)
Announcement of resolutions of the 22nd Meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as "the company") the 22nd Meeting of the seventh board of supervisors was notified by fax and e-mail on March 18, 2022. The meeting was held in the conference room on the 17th floor of the company by on-site meeting on March 28, 2022. Five supervisors should attend and five actually attended. The meeting was presided over by Mr. Hong Longdi, the chairman of the board of supervisors. After deliberation and voting one by one, the meeting formed the following resolutions:
1、 The proposal on the company's 2021 annual report and its summary was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
After review, the board of supervisors believes that the procedures for the preparation and review of the Yunnan Tourism Co.Ltd(002059) 2021 annual report of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
The summary of the 2021 annual report was published in the securities times, China Securities News and cninfo on the same day（ http://www.cn.info.com.cn. ）, the full text of the company's 2021 annual report is also published on cninfo.com（ http://www.cn.info.com.cn. ）。
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The 2021 profit distribution plan of the company was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
Audited by ShineWing Certified Public Accountants (special general partnership), the consolidated statements of the company in 2021 achieved an operating income of 141784 million yuan and a net profit of -353.67 million yuan; The net profit of the parent company in 2021 was - 202.14 million yuan, and the undistributed profit at the end of the year was 100.53 million yuan.
Based on the negative net profit of the company in 2021 and considering the current situation of the industry, the company's development strategy, operation and other factors, in order to ensure the sustainable and stable operation of the company, steadily promote the follow-up development and better safeguard the long-term interests of all shareholders, the company plans not to distribute profits or convert capital reserve into share capital in 2021. After verification, the board of supervisors believes that the above distribution proposal is in line with the actual operation of the company, conducive to the normal operation of the company, conducive to safeguarding the long-term interests of shareholders, and fully in line with the relevant provisions of the articles of association and enterprise accounting system. We agree to the proposal and agree to submit it to the general meeting of shareholders.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the work report of the board of supervisors of the company in 2021 was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. The work report of the board of supervisors in 2021 published by the company.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The financial report of the company in 2020 was approved by the financial report of the company in 2021 and 2025 with 2 votes of approval and 2 votes of abstention.
In 2021, the company realized an operating revenue of 141784 million yuan, a decrease of 21.76% over the same period last year;
The total profit was - 350.81 million yuan, a year-on-year decrease of 322%;
The net profit attributable to shareholders of listed companies was - 325.65 million yuan, a decrease of 304% over the same period last year;
In 2022, the company is expected to achieve an operating revenue of 120 million yuan, a total profit of 75.33 million yuan, a net profit of 40 million yuan and a total investment of 128 million yuan.
The above financial budget and business objectives do not represent the profit forecast of the listed company for 2022. Whether it can be realized depends on various factors such as changes in market conditions and the efforts of the management team. There is great uncertainty. Please invest rationally and pay attention to investment risks.
For details, please refer to the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. The company's financial final accounts in 2021 and financial budget report in 2022 published.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The special report of the board of directors on the deposit and use of raised funds in 2021 was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
After reviewing the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company, the board of supervisors believes that the deposit and use of raised funds in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of raised funds, and there is no violation of the deposit and use of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company truly reflects the use of raised funds. For details, please refer to the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Special report of the board of directors on the deposit and use of raised funds in 2021 (Announcement No.: 2022010).
6、 The proposal on the company's financing needs in 2022 was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
In order to ensure the implementation of business transformation and upgrading strategy and the normal development of the company's daily business activities, the total planned financing in 2022 is 1.5 billion yuan.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 With 5 affirmative votes, 0 negative votes and 0 abstention, the company adopted the special description of the company on the realization of the profit forecast of Shenzhen OCT Culture Tourism Technology Group Co., Ltd. in 2021.
For details, please refer to the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Special note on the realization of 2021 profit forecast of Shenzhen OCT Cultural Tourism Technology Group Co., Ltd.
8、 With 5 affirmative votes, 0 negative votes and 0 abstention, the company adopted the special statement on the realization of the profit forecast of Yunnan World Dinosaur Valley Tourism Co., Ltd. in 2021.
For details, please refer to the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Special note on the realization of profit forecast of Yunnan World Dinosaur Valley Tourism Co., Ltd. in 2021.
9、 With 5 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company's expected daily connected transactions in 2022 was adopted.
After careful verification, the board of supervisors believes that the related party transactions expected to occur in 2022 are normal production and operation activities. Both parties to the transaction have followed the principles of objectivity, openness and impartiality. The transaction price follows the market pricing and does not harm the interests of the company and other non related party shareholders. When the board of directors considered the related party transaction, the related directors avoided voting, and the voting procedure was legal and effective, and in line with the provisions of relevant laws, regulations and the articles of association.
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Announcement of the company on daily connected transactions expected in 2022 (Announcement No.: 2022011).
10、 The proposal of the company on the amount of financial assistance to subordinate enterprises in 2022 was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Announcement of the company on the amount of financial assistance and related party transactions provided to subordinate enterprises in 2022 (Announcement No.: 2022012).
11、 The proposal of the company on the provision for asset impairment was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
After careful verification, the board of supervisors believes that the company withdraws the provision for impairment in accordance with the accounting standards for business enterprises and other relevant provisions, combined with the actual situation of the company's assets and operations, which can better reflect the company's asset status. The relevant decision-making procedures comply with the relevant laws, regulations and the company's articles of association, and there is no damage to the interests of the company and shareholders. It agrees that the company withdraws the provision for asset impairment this time.
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Announcement of the company on the provision for asset impairment (Announcement No.: 2022013).
12、 The 2021 annual internal control self evaluation report of the company was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
After careful verification, the board of supervisors believes that the company's existing internal control system has covered all levels and links of the company's operation, formed a standardized management system, which can prevent, timely find and correct possible errors in the company's operation process, protect the safety and integrity of the company's assets, and ensure the authenticity, accuracy and timeliness of accounting records and accounting information. The company's internal control system and the actual situation of internal control comply with relevant national laws, regulations and relevant requirements of regulatory authorities. The company's internal control system is sound and can operate effectively. The board of supervisors has no objection to the self-evaluation report on the company's internal control.
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Self evaluation report on internal control of the company in 2021 published.
13、 With 5 affirmative votes, 0 negative votes and 0 abstention, the proposal on the renewal of the company's audit institution in 2022 was adopted.
After careful verification, the board of supervisors believes that ShineWing Certified Public Accountants (special general partnership) has the qualification to engage in securities related business, the personnel participating in the annual audit have the professional knowledge and relevant practice certificates required for the implementation of audit work, the audit fee is reasonable, and can follow the independent, objective and fair professional standards in the process of implementation, so as to objectively, fairly and fairly reflect the company's financial situation and operating results, We have earnestly fulfilled the responsibilities of audit institutions. We agree to renew the appointment of ShineWing Certified Public Accountants (special general partnership) as the company's auditor in 2022 for one year.
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Announcement of the company on re employment of audit institutions in 2022 (Announcement No.: 2022014).
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Yunnan Tourism Co.Ltd(002059) board of supervisors March 30, 2022
