Securities code: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) securities abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Announcement No.: 2022009 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Announcement of resolutions of the 15th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as “the company”) the 15th meeting of the 5th board of supervisors was held in the company’s conference room at 11:00 a.m. on April 13, 2022 by means of on-site voting and communication voting. The meeting notice and documents were delivered by e-mail, fax and other means on April 2, 2022. There are 3 supervisors who should attend and 3 supervisors who actually attend. The number of attendees and votes of the board of supervisors this time complies with the provisions of the company law of the people’s Republic of China and the articles of association. The meeting was presided over by Mr. Pan Donghui, chairman of the board of supervisors. After voting item by item, the following proposals were considered and adopted:
1、 Deliberated and passed the proposal on the work report of the board of supervisors in 2021;
For the work report of the board of supervisors in 2021, please refer to the information disclosure website designated by the China Securities Regulatory Commission on the gem. Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 Deliberated and adopted the 2021 annual audit report;
After review, the board of supervisors believes that the 2021 audit report issued by Tianjian Certified Public Accountants (special general partnership) truly and completely reflects the company’s financial situation and operating results in 2021. Voting: 3 in favor, 0 against and 0 abstention.
3、 The proposal on annual report for 2021 and its summary was reviewed and adopted;
After review, the board of supervisors believes that the procedures of the 2021 annual report and its summary prepared and reviewed by 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 listed company, without any false records, misleading statements or major omissions. For details of the 2021 annual report and its abstract, please refer to the information disclosure website designated by the China Securities Regulatory Commission on the gem. Voting: 3 in favor, 0 against and 0 abstention.
4、 Deliberated and passed the proposal on the financial final accounts report of 2021;
After review, the board of supervisors believes that the company has sound financial system, sound internal control mechanism and good financial condition. The company’s 2021 financial statement truly and objectively reflects the company’s financial situation and operating results. Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 Deliberated and approved the company’s profit distribution plan for 2021;
The board of supervisors agreed that the company’s profit distribution plan for 2020 is: Based on the existing total share capital of 190930620 shares on December 31, 2021, it is proposed to distribute cash dividends of 1 yuan (including tax) for every 10 shares, not bonus shares, and increase 4 shares for every 10 shares to all shareholders with capital reserve, with a total of 76372248 shares. After this increase, the total share capital of the company will be increased to 267302868 shares.
After review, the board of supervisors believes that the profit distribution plan for 2021 proposed by the company matches the company’s performance and development plan, complies with the provisions of the company law and the articles of association, and is legal, compliant and reasonable.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on the special audit statement on the occupation of non operating funds and other related capital transactions in 2021;
After review, the board of supervisors believes that the company does not provide guarantees for the controlling shareholders and other related parties, any unincorporated units or individuals in violation of regulations, and the controlling shareholders and other related parties do not occupy the funds of the listed company in violation of regulations.
The specific contents of the special audit instructions on the occupation of non operating funds and other related capital transactions in 2021 are detailed in the gem information disclosure website designated by the CSRC.
Voting: 3 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on the 2021 annual internal control self evaluation report of the company;
After review, the board of supervisors believes that: the company has established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations. The company’s corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control system, and the possible internal and external risks in all links are reasonably controlled. The company’s internal control system is standardized, legal It is effective, meets the development needs of the company’s operation and management at the present stage, plays a good role in risk prevention and control, ensures the healthy operation of the company’s businesses and protects the interests of the company and its shareholders. Therefore, the company’s internal control is effective.
To sum up, the board of supervisors of the company believes that the 2021 internal control self-evaluation report of the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the establishment and operation of the company’s internal control system.
See the gem information disclosure website designated by the CSRC for the specific contents of the 2021 internal control self evaluation report.
Voting: 3 in favor, 0 against and 0 abstention.
8、 Deliberated and passed the proposal on confirming the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022;
After review, the board of supervisors believes that: the company’s daily related party transactions in 2021 and the expected daily related party transactions in 2022 are required by the company’s daily business activities. The related parties have the resources and channel advantages required by the company’s production and operation, and it is inevitable to have business with them in the company’s daily operation. Related party transactions follow the principles of openness, fairness and impartiality, and the review procedures comply with the provisions of relevant laws and regulations and the articles of association. There is no situation that damages the rights and interests of the company and other non related shareholders. Agree to the matters of this daily connected transaction.
This proposal involves related party transactions, and pan Donghui, a related supervisor, avoided voting.
The specific contents of the proposal are detailed in the gem information disclosure website designated by the CSRC.
Voting: 2 in favor, 0 against, 0 abstention and 1 avoidance.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
9、 Deliberated and passed the proposal on the determination of the remuneration of the company’s supervisors in 2021 and the remuneration scheme in 2022;
The remuneration of supervisors holding positions in the company shall be paid by the company, and the remuneration level shall be determined according to the profitability of the company. For details, see the announcement on the determination of the remuneration of directors, supervisors and senior managers in 2021 and the remuneration scheme in 2022 published on the gem information disclosure website designated by the CSRC.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022;
The audit results of the partnership firm in 2021 and 2022 were objectively reviewed by the board of auditors of the partnership firm, and the audit results of the partnership firm in 2021 and 2022 were issued by the board of auditors of the partnership firm.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
11、 Deliberated and passed the proposal on continued hedging business of steel bank e-commerce and its subsidiaries;
According to the business development needs of the company, the holding subsidiaries of the company, gangyin e-commerce and its subsidiaries, Shanghai tieju mechanical equipment Co., Ltd., Shanghai Shanda Industrial Co., Ltd., Shanghai jiuchongjin Supply Chain Management Co., Ltd. and its subsidiaries, Shanghai Subo jiuchongjin New Material Technology Co., Ltd., plan to carry out steel hedging business. The independent directors of the company expressed independent opinions on the proposal.
The specific contents of the proposal are detailed in the gem information disclosure website designated by the CSRC.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
12、 Deliberated and passed the proposal on the continuation of foreign exchange hedging business by steel bank e-commerce and its subsidiaries;
According to the business development needs of the company, Shanghai gangyin Supply Chain Management Co., Ltd., a wholly-owned subsidiary of gangyin e-commerce, a holding subsidiary of the company, and gangyin supply chain management (Hong Kong) Co., Ltd., a subsidiary of the company, plan to carry out foreign exchange hedging business. The independent directors of the company expressed independent opinions on the proposal.
For details, see the announcement published on the gem information disclosure website designated by the CSRC.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
13、 Deliberated and passed the proposal on mutual loans and related party transactions between the company and its holding subsidiaries;
In order to improve the use efficiency of the company’s funds, the company and its holding subsidiaries Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Information Technology Co., Ltd. (hereinafter referred to as “Ganglian information”), Shanghai gangyin e-commerce Co., Ltd. (hereinafter referred to as “gangyin e-commerce”), Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Bao Network Technology Co., Ltd. (hereinafter referred to as “Ganglian Bao”), Beijing Zhonglian steel e-commerce Co., Ltd. (hereinafter referred to as “Zhonglian steel”) Shandong Longzhong Information Technology Co., Ltd. (hereinafter referred to as “Longzhong information”) and its wholly-owned subsidiaries Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) metal and mineral International Trading Center Co., Ltd. (hereinafter referred to as “Steel Union International”) and Beijing Steel Union Madi e-commerce Co., Ltd. (hereinafter referred to as “Beijing Steel Union”) according to their respective capital needs and business development needs, without affecting the normal operation of the company and its holding subsidiaries, It is proposed to use their own funds to borrow from each other. The balance of mutual borrowing shall not exceed 700 million yuan (which can be recycled within this limit), and the annual interest rate of borrowing is 5%. As the steel bank e-commerce is a company listed on the new third board, the steel bank e-commerce only borrows from the above-mentioned other companies and does not provide loans to the above-mentioned other companies. The above loan term is one year from the date of deliberation and approval of the 2021 annual general meeting of shareholders, and this proposal will remain valid for another year until the 2023 mutual loan plan is approved by the next annual (2022) general meeting of shareholders.
Other shareholders of gangyin e-commerce Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Internet of things Co., Ltd. (hereinafter referred to as “Ganglian Internet of things”), Yadong Guangxin Technology Development Co., Ltd. and the company are the same actual controller. At the same time, except Ganglian Internet of things, other shareholders have not provided loans of the same proportion for gangyin e-commerce; Shanghai Xingshang Investment Co., Ltd., the other shareholder of Longzhong information, is the same actual controller as the company and does not provide the same proportion of loans for Longzhong information. According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, this event constitutes a connected transaction. This motion involves connected transactions, and pan Donghui, the connected supervisor, avoided voting.
The specific contents of the proposal are detailed in the gem information disclosure website designated by the CSRC.
Voting: 2 in favor, 0 against, 0 abstention and 1 avoidance.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
14、 Deliberated and passed the proposal on loans from related parties and related party transactions by steel bank e-commerce;
In order to meet the business development needs of the company’s holding subsidiary Shanghai gangyin e-commerce Co., Ltd. (hereinafter referred to as “gangyin e-commerce”), gangyin e-commerce plans to apply to the company’s controlling shareholder Shanghai Xingye Investment Development Co., Ltd. (hereinafter referred to as “Xingye Investment”) for a loan of no more than 200 million yuan (which can be recycled within this limit) Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Internet of things Co., Ltd. (hereinafter referred to as “Ganglian Internet of things”), a subsidiary of industrial investment, the controlling shareholder, applies for a loan of no more than RMB 100 million (which can be recycled within this limit) Hangzhou laiqi Information Technology Co., Ltd. (hereinafter referred to as “Hangzhou laiqi”), a subsidiary of industrial investment, borrows no more than 150 million yuan (it can be recycled within this limit. Gangyin e-commerce cooperates with Hangzhou laiqi through the third-party payment platform shangmeng Business Service Co., Ltd. gangyin e-commerce opens an account with shangmeng Business Service Co., Ltd. to pay for goods, Hangzhou laiqi provides relevant loans, and gangyin e-commerce and shangmeng do not involve fees or service settlement). The annual interest rate of the loan shall not exceed 5%, and the term shall be one year from the date of deliberation and approval by the general meeting of shareholders, And this proposal will remain valid for another year until the 2023 loan plan is approved by the next year’s (2022) general meeting of shareholders.
Xingye Investment, the object of this connected transaction, is the controlling shareholder of the company, and SteelLink Internet of things and Hangzhou laiqi are the companies controlled by the controlling shareholder of the company. At the same time, the legal representative of the company and SteelLink Internet of things is Mr. Zhu Junhong. According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, this event constitutes a connected transaction, and pan Donghui, a connected supervisor, avoided voting.
Please refer to the announcement published on the gem information disclosure website designated by the CSRC for details of the specific contents of this motion.
Voting: 2 in favor, 0 against, 0 abstention and 1 avoidance.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
15、 Deliberated and passed the proposal on loan and related party transaction from Longzhi fund by steel bank e-commerce;
In order to meet the business development needs of the company’s holding subsidiary Shanghai gangyin e-commerce Co., Ltd. (hereinafter referred to as “gangyin e-commerce”), gangyin e-commerce plans to apply for a loan of no more than RMB 10 million (which can be recycled within this limit) from the company’s joint-stock company Shanghai Longzhi equity investment fund partnership (limited partnership) (hereinafter referred to as “Longzhi fund”), with an annual interest rate of 5%, The term is one year from the date of deliberation and approval by the general meeting of shareholders, and this meeting is held before the loan plan of 2023 is approved by the general meeting of shareholders of the next year (2022)
