Securities code: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) securities abbreviation: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) Announcement No.: 2022015 Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Announcement on the resolution of the 33rd meeting of the 9th board of directors
The board of directors and all directors 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.
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as "the company") the 33rd meeting of the ninth board of directors was held on April 2, 2022 by means of on-site and communication voting. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Ye Mao, chairman of the board. The convening and convening procedures of the meeting comply with the provisions of the company law, the securities law and the articles of association. The directors present at the meeting deliberated the following proposals, and voted and adopted the following proposals by open ballot:
1、 Deliberated and passed the proposal on the work report of the general manager of the company in 2021
The meeting deliberated and adopted the proposal on the company's 2021 general manager's work report by 8 votes in favor, 0 against and 0 abstention, and agreed to the relevant contents of the company's 2021 general manager's work report.
2、 Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
The meeting deliberated and adopted the proposal on the work report of the board of directors in 2021 by 8 votes in favor, 0 against and 0 abstention, agreed to the relevant contents of the work report of the board of directors in 2021, and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on the company's 2021 annual financial statement report
The meeting deliberated and adopted the proposal on the company's 2021 annual financial statement report with 8 affirmative votes, 0 negative votes and 0 abstention votes, agreed to the relevant contents of the company's 2021 annual financial statement report, and submitted it to the company's 2021 annual general meeting for deliberation.
4、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved
The meeting approved the proposal on the company's profit distribution plan for 2021 by 8 votes in favor, 0 against and 0 abstention. In combination with the actual situation of the company's operation and development and future development plan, it agreed that the company would not distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021, and submitted it to the company's 2021 annual general meeting for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) on no profit distribution in 2021 issued by the company.
5、 The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
The meeting deliberated and adopted the proposal on the company's 2021 annual report and summary with 8 affirmative votes, 0 negative votes and 0 abstention votes, agreed to the relevant contents of the company's 2021 annual report and summary, and submitted them to the company's 2021 annual general meeting for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Issued Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) about the annual report and summary of the company in 2021.
6、 The proposal on the expected new comprehensive credit line and external guarantee line of the company and its subsidiaries was deliberated and adopted
The meeting deliberated and adopted the proposal on the expected new comprehensive credit line and external guarantee line of the company and its subsidiaries by 8 votes in favor, 0 against and 0 abstention. It was agreed that on the premise of ensuring standardized operation and controllable risk, the company and its subsidiaries would apply to the bank for new comprehensive credit line within 12 months from the date of deliberation and approval at the 2021 annual general meeting, and the company and its subsidiaries would provide guarantee for the above comprehensive credit matters, The total amount of guarantee shall not exceed 480 million yuan, of which the total amount of new guarantee for companies and subsidiaries with asset liability ratio less than 70% shall not exceed 420 million yuan; The total amount of new guarantees for subsidiaries with asset liability ratio of more than 70% shall not exceed 60 million yuan. The relevant guarantee agreement of the new comprehensive credit line and external guarantee line has not been signed, and the actual business has not occurred. The specific business type, credit line and term, guarantee form and guarantee amount shall be subject to the signed agreement. And submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) on the expected new comprehensive credit line and external guarantee line of the company and its subsidiaries.
7、 Deliberated and passed the proposal on the renewal of the company's audit institution
The meeting deliberated and adopted the proposal on renewing the company's audit institution with 8 votes in favor, 0 against and 0 abstention. It agreed that the company would continue to appoint Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 to be responsible for the audit of the company's financial report and internal control in 2022 and submit it to the company's 2021 annual general meeting for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the renewal of the company's audit institution.
8、 The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
The meeting deliberated and adopted the proposal on the company's 2021 internal control self-evaluation report by 8 votes in favor, 0 against and 0 abstention, and agreed to the relevant contents of the company's 2021 internal control self-evaluation report.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Issued Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) 2021 annual internal control self evaluation report.
9、 Deliberated and passed the proposal on Amending the articles of association and related systems
The meeting deliberated and adopted the proposal on Amending the articles of association and related systems with 8 affirmative votes, 0 negative votes and 0 abstention votes, and agreed that the company should amend the articles of association and related systems. Among them, the articles of association and relevant systems to be submitted to the general meeting of shareholders for deliberation shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the revised articles of association and relevant systems, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Relevant announcements issued.
10、 Deliberated and passed the proposal on the remuneration of directors of the company
The proposal on the remuneration of the company's directors was deliberated and approved by the meeting with 8 votes in favor, 0 against and 0 abstention, and the remuneration plan of the company's directors was agreed and submitted to the 2021 annual general meeting of the company for deliberation.
11、 The proposal on the remuneration of the company's senior managers was deliberated and adopted
The meeting deliberated and adopted the proposal on the remuneration of the company's senior managers by 8 votes in favor, 0 against and 0 abstention, and agreed to the remuneration scheme of the company's senior managers.
12、 The proposal on the selection of candidates for directors of the board of directors was deliberated and adopted
The meeting deliberated and adopted the proposal on the selection of candidates for directors of the board of directors with 8 affirmative votes, 0 negative votes and 0 abstention votes, agreed to recommend Mr. Wu qunliang as a candidate for non independent directors of the board of directors of the company, and submitted it to the 2021 annual general meeting of shareholders of the company for election. Mr. Wu qunliang's resume is as follows:
Mr. Wu qunliang, born in 1972, has a bachelor's degree and is a member of the Communist Party of China. He has successively served as the director of Lishui treasury payment center (Accounting Center), the director of the Finance Bureau of Lishui Economic and Technological Development Zone, and the director of the party and government office of the Management Committee of Lishui Economic and Technological Development Zone. He is currently a member of the Party committee, director and deputy general manager of Lishui Economic and Technological Development Zone Industrial Development Group Co., Ltd.
If Mr. Wu Liang is not qualified to serve as a director or supervisor of a listed company in accordance with the provisions of the securities exchange law of the people's Republic of China, he shall not be regarded as a person who has not been banned from serving as a senior director or supervisor of a listed company in the recent three years and has not been recognized by the securities exchange law of the people's Republic of China, In the past three years, it has not received public condemnation or criticism from the stock exchange for more than three times, nor has it been filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations, and there is no case of dishonest Executees. The qualification and appointment procedures shall comply with the requirements of relevant laws and regulations, normative documents and the articles of association.
13、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes, and agreed that the company would hold the 2021 annual general meeting of shareholders of the company in the conference room on the second floor, unit 1, building 2, loft49 Creative Industry Park, No. 88 Jiru Road, Gongshu District, Hangzhou at 14:00 p.m. on April 28, 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) on the notice of convening the company's 2021 annual general meeting of shareholders issued by the company.
It is hereby announced.
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) board of directors April 7, 2022
