Securities code: Gohigh Data Networks Technology Co.Ltd(000851) securities abbreviation: Gohigh Data Networks Technology Co.Ltd(000851) Announcement No.: 2022047
Gohigh Data Networks Technology Co.Ltd(000851)
Announcement of resolutions of the 25th meeting of the ninth 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, and there are no false records, misleading statements or major omissions.
According to the articles of association, Gohigh Data Networks Technology Co.Ltd(000851) the 25th meeting of the ninth board of directors issued a meeting notice on April 1, 2022 and was held in the main building of Datang Telecom Group on April 12, 2022 in the combination of on-site and communication. The meeting was presided over by Mr. Fu Jinglin, chairman of the company. There were 8 directors and 8 directors. The number and procedures of the meeting comply with the provisions of the company law and the articles of association, and the meeting is legal and valid. The company's supervisors, senior executives and the Secretary of the board of directors attended the meeting as nonvoting delegates.
The time, place and manner of this meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association. After careful consideration by the directors attending the meeting, the following resolutions are adopted:
1、 Deliberated and passed the proposal on the 2021 annual report and summary
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
Submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day The full text and summary of the 2021 annual report.
2、 Deliberated and adopted the proposal on the report of the board of directors in 2021
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
Submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day "Section III and Section IV" of the 2021 annual report.
3、 Deliberated and passed the proposal on the report on the company's financial final accounts in 2021
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
Submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Section X of the 2021 annual report.
4、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
It is agreed that the company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, and no conversion of capital reserve into share capital.
Independent directors express the following independent opinions:
According to the relevant provisions of the company law and the articles of association and the demands of other shareholders, as an independent director of the company, based on our independent judgment, we express the following independent opinions on the profit distribution plan of the company in 2021: the net profit attributable to the shareholders of the listed company in 2021 is 1535852617 yuan and the net profit of the listed company is -747943732 yuan. In view of the low consolidated net profit of the company in 2021 and the loss of the parent company, according to the profit distribution policy in Article 196 of the articles of association, the profit distribution plan of the company in 2021 is: no cash dividend, no bonus shares and no capital reserve converted into share capital. The profit distribution plan complies with the provisions of the articles of association and other relevant documents. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
Submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 Deliberated and passed the proposal on the evaluation report on internal control in 2021
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
Agree to the 2021 internal control evaluation report of the company.
Independent directors express the following independent opinions:
In accordance with the basic norms of enterprise internal control, the working system of annual report of independent directors, the articles of association and other relevant provisions, as the independent director of Gohigh Data Networks Technology Co.Ltd(000851) the company, we, in the attitude of being responsible to the company and all shareholders, after reading the company's 2021 annual internal control evaluation report, issued the following independent opinions: the 2021 annual internal control evaluation report is based on the China Securities Regulatory Commission According to the relevant regulations of Shenzhen Stock Exchange, the company followed the basic principles of internal control and combined with its own actual situation. During the reporting period, the company continued to supplement and optimize on the basis of the company's internal control system to ensure the normal and orderly operation of the company's business activities and the safety of the company's property.
The company focused on the purchase acceptance and payment, investment decision-making, use of raised funds, sales revenue recognition and accounts receivable, asset security, Internet business and related party transactions, and determined that they were implemented in strict accordance with relevant systems to ensure the orderly production and operation of the company. For the units, operations and matters included in the scope of evaluation, as well as high
The 2021 internal control evaluation report of the company truly, accurately and objectively reflects the situation of the company's internal control.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day 2021 annual internal control evaluation report.
6、 The proposal on the special report on the deposit and actual use of the company's raised funds was deliberated and adopted
Consent: 8 votes; Against: 0; Abstention: 0 votes.
Agree to the special report on the deposit and actual use of the company's raised funds.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and use of the company's raised funds.
7、 The proposal on the special audit report on the deposit and loan business of Gohigh Data Networks Technology Co.Ltd(000851) in Datang Telecom Group Finance Co., Ltd. was deliberated and adopted
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
Agreed to issue the special audit report on the deposit and loan business of Gohigh Data Networks Technology Co.Ltd(000851) in Datang Telecom Group Finance Co., Ltd.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Special audit report on the deposit and loan business of Gohigh Data Networks Technology Co.Ltd(000851) in Datang Telecom Group Finance Co., Ltd.
8、 Deliberated and passed the proposal on the company's provision for impairment in 2021
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
Agree to conduct asset impairment test on the company and its subsidiaries, and make provision for inventory falling price, bad debt provision of accounts receivable, impairment provision of intangible assets, impairment provision of fixed assets and impairment provision of long-term equity investment.
Independent directors express the following independent opinions:
According to the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, the independent directors express the following independent opinions on the company's provision for impairment in 2021:
The company's provision for impairment this time is to ensure the standardized operation of the company, adopt prudent accounting principles, fairly reflect the current financial situation and operating results of the company, and do not harm the interests of the company and minority shareholders. It is agreed to withdraw the provision for impairment this time.
Submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on provision for impairment in 2021.
9、 Deliberated and passed the proposal on confirming the daily business related party transactions in 2021 and the daily business related party transactions expected in 2022
This proposal involves related party transactions, and the directors of related parties, Mr. Fu Jinglin and Mr. Li Keqiang, abstained from voting.
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes.
Agree to confirm the related party transactions related to daily operation in 2021, and the amount of daily related party transactions in 2021 is 316.32 million yuan; The estimated amount of related party transactions of the company in 2022 is 643 million yuan.
Independent directors express the following independent opinions:
The daily related party transactions between the company and related parties are the needs of the company's development. After verification, the related party transactions and prices of the company in 2021 comply with the principle of marketization. The transaction price is determined according to the market price, and the borrowing interest rate refers to the interest rate of commercial bank loans in the same period. The related party transactions follow the principles of openness, fairness and impartiality, and the transactions comply with the market rules, the overall interests of the company and the interests of all shareholders, It is conducive to the normal operation of the company and does not damage the interests of the company and other shareholders, especially minority shareholders. The forecast of the company's daily connected transactions in 2022 is based on the continuous connected transactions and the price executed in 2021, which is in line with the actual situation of the company and will not affect the independence of the company.
The procedure of the company's board of directors convening and convening the deliberation of this related party transaction proposal complies with the provisions of relevant laws, regulations and the articles of association. The related directors avoided voting according to law when voting on this related party transaction, and other non related directors deliberated and passed the proposal.
Submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on confirmation of daily operation related party transactions in 2021 and expected daily operation related party transactions in 2022.
10、 The proposal on risk assessment report of Datang Telecom Group Finance Co., Ltd. was deliberated and adopted
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal involves related party transactions, and Mr. Fu Jinglin, a director of the related party, avoided voting.
Agree to the risk assessment report of Datang Telecom Group Finance Co., Ltd. issued by the company.
Independent directors express the following independent opinions:
Datang Telecom Group Finance Co., Ltd., as a normative non bank financial institution approved by Bank Of China Limited(601988) Insurance Regulatory Commission, provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations;
The risk assessment report of Datang Telecom Group Finance Co., Ltd. issued by the company fully reflects the business qualification, business and risk status of the finance company. As a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission. Under the above risk control conditions, it is agreed to provide relevant financial services to the company.
The board of directors of the company deliberated the proposal, and the related directors avoided voting. The review procedure is legal and effective, and complies with the provisions of relevant laws, regulations and the articles of association.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day The risk assessment report of Datang Telecom Group Finance Co., Ltd.
11、 Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes.
The proposal to convene the 2021 annual general meeting of shareholders is as follows:
1. 2021 annual report and summary
2. Report of the board of directors in 2021
3. Report of the board of supervisors in 2021
4. Report on the company's financial final accounts in 2021
5. Proposal on the company's profit distribution plan for 2021
6. Proposal on the company's provision for impairment in 2021
7. Proposal on confirmation of daily business related party transactions in 2021 and expected daily business related party transactions in 2022
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the 2021 annual general meeting of shareholders.
It is hereby announced.
Gohigh Data Networks Technology Co.Ltd(000851) board of directors
