Securities code: Yunnan Tourism Co.Ltd(002059) securities abbreviation: Yunnan Tourism Co.Ltd(002059) Announcement No.: 2022007 Yunnan Tourism Co.Ltd(002059)
Announcement of resolutions of the 28th meeting of the 7th board of directors
The company and all members of the board of directors 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 28th meeting of the seventh board of directors was notified by fax and e-mail on March 18, 2022. The meeting was held in the form of on-site meeting on March 28, 2022. The on-site meeting place is the conference room on the 17th floor of the company. Nine directors should attend the meeting and nine actually attended the meeting. The meeting was presided over by Mr. Zhang Rui, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law and the articles of association, and shall be legal and effective. After careful deliberation by the directors attending the meeting, the following proposals were adopted by open ballot and item by item voting:
1、 The proposal on the company’s 2021 annual report and its summary was adopted with 9 votes in favor, 0 against and 0 abstention
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. ）。
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The company’s profit distribution plan for 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. After audit by ShineWing Certified Public Accountants (special general partnership), the company’s consolidated statements for 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. The independent directors of the company expressed independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors published.
The plan will be submitted to the company’s 2021 annual general meeting for deliberation.
3、 The 2021 work report of the board of directors was adopted with 9 votes in favor, 0 against 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 directors in 2021 published by the company.
The report will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The financial report of the company for 2020 was adopted with affirmative votes and negative votes
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 report 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 by 9 votes in favor, 0 votes against and 0 abstentions
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).
The independent directors of the company expressed independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors published.
The independent financial advisor of the company issued verification opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Special verification report of Southwest Securities Co.Ltd(600369) on the deposit and use of raised funds in Yunnan Tourism Co.Ltd(002059) 2021 published.
6、 The proposal on the company’s financing needs in 2022 was adopted by 9 votes in favor, 0 against 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 4 affirmative votes, 0 negative votes and 0 abstention (the directors of related parties, Mr. Zhang Rui, Mr. Cheng xuzhe, Mr. Li Jian, Mr. Wu Tong and Mr. you zenggan, abstained from voting), 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 4 affirmative votes, 0 negative votes and 0 abstention (the directors of related parties, Mr. Zhang Rui, Mr. Cheng xuzhe, Mr. Li Jian, Mr. Wu Tong and Mr. you zenggan, abstained from voting), the special statement of the company on the realization of the profit forecast of Yunnan World Dinosaur Valley Tourism Co., Ltd. in 2021 was adopted
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 4 affirmative votes, 0 negative votes and 0 abstention (related party directors Mr. Zhang Rui, Mr. Cheng xuzhe, Mr. Li Jian, Mr. Wu Tong and Mr. you zenggan abstained from voting), the proposal on the company’s expected daily related party transactions in 2022 was adopted
According to the actual needs of the company’s production and operation, it is agreed that the amount of goods purchased and labor services received by the company from OCT Group and its affiliated enterprises in 2022 shall not exceed 50 million yuan; It is agreed that the amount of goods sold and labor services provided to OCT Group and its affiliated enterprises in 2022 shall not exceed 554167700 yuan.
The daily related party transactions in 2021 meet the normal production and operation needs of the company, and the relevant transaction prices are determined through consultation with reference to the market price, which is reasonable and fair. The company has evaluated and calculated the related party transactions when predicting the daily related party transactions in 2021. However, due to the influence of market changes, business adjustment and other factors, there is a certain difference between the predicted situation and the actual situation of the related party transactions in 2021, which belongs to normal business behavior. The total amount of daily connected transactions does not exceed the approved amount, which has little impact on the daily operation and performance of the company.
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).
The independent directors of the company expressed their prior approval opinions and independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Published “prior approval opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors” and “independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors”.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 With 4 affirmative votes, 0 negative votes and 0 abstention (related party directors Mr. Zhang Rui, Mr. Cheng xuzhe, Mr. Li Jian, Mr. Wu Tong and Mr. you zenggan abstained from voting), the proposal of the company on the amount of financial assistance to subordinate enterprises in 2022 was adopted
The company provides financial assistance to subordinate enterprises, which is conducive to improving the company’s fund use efficiency, reducing the financial financing cost of subordinate enterprises, ensuring the capital demand of subordinate enterprises for normal production and operation, and realizing the company’s overall strategic business objectives.
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). The independent directors of the company expressed their prior approval opinions and independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Published “prior approval opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors” and “independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors”.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal of the company on the provision for asset impairment was adopted with 9 votes in favor, 0 against 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 provision for asset impairment (Announcement No.: 2022013).
The independent directors of the company expressed independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors published.
12、 The 2021 annual internal control self evaluation report of the company was adopted with 9 votes in favor, 0 votes against and 0 abstentions
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.
The independent directors of the company expressed independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors published.
13、 The proposal of the company on renewing the appointment of the audit institution in 2022 was adopted with 9 votes in favor, 0 against and 0 abstention
It is proposed to agree to renew ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution 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).
The independent directors of the company expressed their prior approval opinions and independent opinions on the matter. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. The company’s prior approval opinions on matters related to the 28th meeting of the seventh board of directors and the independent opinions of the company’s independent directors on matters related to the 28th meeting of the seventh board of directors.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 The proposal of the company on adding members of the audit committee of the seventh board of directors was adopted with 9 votes in favor, 0 votes against and 0 abstentions
The members of the audit committee of the seventh board of directors of the company are adjusted as follows: Mr. Wang Jun, an independent director, serves as the convener, Ms. Yang Xianghong, an independent director, and Mr. you zenggan, a director, serve as members.
15、 The company’s proposal on Amending the articles of association was adopted with 9 votes in favor, 0 against and 0 abstention
According to the provisions of the company law, the securities law, the guidelines for the articles of association of listed companies and other laws and regulations, the company revised some contents of the articles of association according to the actual situation. For details, see the information disclosure website designated by the company on the same day http://www.cn.info.com.cn. Comparison table for revision of Yunnan Tourism Co.Ltd(002059) articles of Association published and revised Yunnan Tourism Co.Ltd(002059) articles of association.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
16、 The company’s proposal on Amending the rules of procedure of the general meeting of shareholders was adopted with 9 votes in favor, 0 votes against and 0 abstention
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Published rules of procedure of Yunnan Tourism Co.Ltd(002059) shareholders’ meeting and comparison table for revision of rules of procedure of Yunnan Tourism Co.Ltd(002059) shareholders’ meeting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
17、 The company’s proposal on Amending the rules of procedure of the board of directors was adopted with 9 votes in favor, 0 against and 0 abstention
See the information disclosure website designated by the company on the same day for details http://www.cn.info.com.cn. Yunnan Tourism Co.Ltd(002059) directors
