Securities code: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) securities abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Announcement No.: 2022008 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Announcement of resolutions of the 18th meeting of the 5th board of directors
The company and all members of the board of directors 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 18th meeting of the 5th board of directors was held in the company's conference room at 10:00 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 9 directors who should be present and 9 directors actually present. The number of attendees and votes of the board of directors meets the provisions of the company law of the people's Republic of China and the articles of association. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Zhu Junhong, chairman of the company. 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 directors in 2021;
The specific contents of the 2021 annual report of the board of directors are detailed in the relevant contents of "section III Management Discussion and analysis" in the 2021 annual report disclosed by the company on cninfo.com. Mr. Jin Yuan, Mr. Zhou Xu and Mr. Du Weiyi, the independent directors of the Fifth Board of directors, respectively submitted the work report of independent directors in 2021 and will report on their work at the 2021 annual general meeting of shareholders.
The specific contents of the work report of the board of directors in 2021 and the work report of independent directors are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting: 9 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 passed the proposal on the work report of the general manager in 2021;
The directors attending the meeting listened carefully to the 2021 general manager's work report made by General Manager Gao Bo and believed that the report truly and objectively reflected the work and achievements of the company in implementing the resolutions of the board of directors, promoting the rapid development of production and operation, and gradually accelerating the implementation of various management systems in 2021.
Voting: 9 in favor, 0 against and 0 abstention.
3、 Deliberated and adopted the 2021 annual audit report;
The board of Directors considers that the company's financial statements have been prepared in accordance with the accounting standards for business enterprises and fairly reflect the company's financial position, operating results and cash flow in all major aspects, and agrees with the standard unqualified audit report issued by Tianjian Certified Public Accountants (special general partnership) for the company.
The company's 2021 annual audit report is detailed on the gem information disclosure website designated by the CSRC.
Voting: 9 in favor, 0 against and 0 abstention.
4、 Deliberated and passed the proposal on the annual report for 2021 and its summary;
For details of the 2021 annual report and its abstract, please refer to the gem information disclosure website designated by the CSRC. Voting: 9 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 passed the proposal on the financial final accounts report of 2021;
See the information disclosure website of gem designated by China Securities Regulatory Commission for details of the 2021 annual financial statement report.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 Deliberated and approved the company's profit distribution plan for 2021;
According to the audit of Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 17798189855 yuan, the net profit of the company (parent company) was 9698602521 yuan, plus the undistributed profit of 30328804345 yuan at the beginning of the year, the surplus reserve was 969860252 yuan, and the year-end distributable profit was 36575448554 yuan after deducting 2482098060 yuan of dividends distributed to the owners (or shareholders), The year-end undistributed profit in the consolidated financial statements was 49856120787 yuan. According to the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for the standardized operation of Shenzhen Stock Exchange and the relevant provisions of the articles of association of the China Securities Regulatory Commission, in a comprehensive analysis of the company's profitability, future business development planning, shareholder returns, etc, On the basis of balancing the reasonable return on investment of shareholders and the long-term development of the company, the board of directors of the company discussed and decided that the profit distribution plan of the company for 2021 is: it is proposed to distribute cash dividends of 1 yuan (including tax) for every 10 shares based on the existing total share capital of 190930620 shares on December 31, 2021, without 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.
The board of supervisors of the company issued audit opinions on the matter, and the independent directors of the company issued independent opinions on the matter. The equity distribution plan for 2021 prepared 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: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
7、 Deliberated and passed the proposal on the special audit instructions for the occupation of non operating funds and other related capital transactions in 2021;
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company expressed independent opinions on the matter; Tianjian Certified Public Accountants (special general partnership) issued the special audit statement on the occupation of non operating funds and other related capital transactions in 2021.
The specific contents of the special audit statement on the occupation of non operating funds and other related capital transactions in 2021 and the opinions of the board of supervisors, independent directors and audit institutions are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting: 9 in favor, 0 against and 0 abstention.
8、 Deliberated and passed the proposal on the 2021 annual internal control self evaluation report of the company;
The independent directors of the company expressed independent opinions on the proposal; The board of supervisors of the company issued review opinions on the proposal; Tianjian Certified Public Accountants (special general partnership) issued the assurance report on internal control in 2021. The specific contents of the 2021 internal control self evaluation report and the opinions expressed by the board of supervisors and independent directors are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting: 9 in favor, 0 against and 0 abstention.
9、 Deliberated and passed the proposal on confirming the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022;
The daily related party transactions of the company in 2021 and the expected daily related party transactions in 2022 are required by the company's daily business activities, and the transaction behavior is carried out openly and reasonably under the principle of market economy. The daily related party transactions of the company will not damage the interests of the company and non related shareholders.
This proposal is a related party transaction, and related directors Zhu Junhong, Zhang Houlin, Wei Junfeng and Wang Fang avoided voting. The independent directors approved the proposal in advance and issued independent opinions.
For details of this proposal, please refer to the announcement published on the gem information disclosure website designated by the CSRC.
Voting: 5 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 Deliberated and passed the proposal on the determination of directors' remuneration in 2021 and the remuneration scheme in 2022;
The remuneration of non-profit directors in the company shall be determined according to the relevant remuneration level of the company. The allowance for independent directors is 120000 yuan / year / person, and directors who do not hold positions in the company will not receive remuneration. The independent directors of the company expressed independent opinions on the proposal.
For details of this proposal, 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: 9 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 the determination of the remuneration of senior managers in 2021 and the remuneration scheme in 2022;
The remuneration plan of the company's senior managers in 2021 and 2022 is determined according to the company's profitability and the division of labor and performance of duties of each senior manager, and they are paid according to the relevant remuneration regulations of the company. The independent directors of the company expressed independent opinions on the proposal. Since directors Gao Bo and Xia Xiaokun are senior managers of the company at the same time, the voting of this proposal is avoided.
For details of this proposal, 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: 7 in favor, 0 against, 0 abstention and 2 avoidance.
12、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022;
After the prior deliberation and consent of the audit committee of the board of directors and the prior approval of the independent directors of the company, the board of directors issued an independent opinion on agreeing to renew the appointment of the audit institution in 2022. The board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year. The board of supervisors and independent directors of the company have expressed explicit consent to this proposal. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting: 9 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 applying for comprehensive credit line and providing guarantee for subsidiaries of the company in 2022;
The holding subsidiary of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as " Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) " and "the company") Shanghai gangyin e-commerce Co., Ltd. (hereinafter referred to as "gangyin e-commerce"), the wholly-owned subsidiary of gangyin e-commerce, Shanghai gangyin Supply Chain Management Co., Ltd. (hereinafter referred to as "gangyin supply chain") In order to meet the needs of business expansion and business development, Shanghai tieju mechanical equipment Co., Ltd. (hereinafter referred to as "Shanghai tieju"), a holding subsidiary of steel bank e-commerce, plans to apply for comprehensive credit from banks, non bank financial institutions or other institutions in 2022, or the financing line shall not exceed RMB 4.03 billion (within the scope of not exceeding the above line, the final credit line shall be subject to the actual approved result), The specific interest rate shall be subject to the approval of various institutions. If Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) provides joint and several liability guarantee for the above-mentioned enterprises, the guarantee amount can be rolled and recycled within the validity period, and Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) will charge 5 ‰ of the guarantee fee to the above-mentioned enterprises according to the actual situation of this guarantee; If the holding subsidiary of the company, gangyin e-commerce, provides joint and several liability guarantee for its subsidiaries, the guarantee amount can be used for rolling and recycling within the validity period, and gangyin e-commerce will not charge guarantee fee.
At the same time, the general meeting of shareholders is requested to authorize the chairman to handle relevant businesses within the above guarantee limit, handle relevant procedures and sign relevant legal documents on behalf of the company according to the actual needs of business development. The authorization period is one year from the date of deliberation and approval by the general meeting of shareholders of the company. And before the 2023 annual borrowing plan and guarantee scheme for subsidiaries are approved by the next annual (2022) general meeting of shareholders, and the company's board of directors does not make a new proposal or modify or approve, this proposal will continue to be valid for another year.
For details, please refer to the relevant announcement published on the gem information disclosure website designated by the CSRC.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
14、 Deliberated and passed the proposal on providing guarantee for the procurement and supply of steel bank e-commerce;
With the expansion of the business scale of steel bank e-commerce, the holding subsidiary of the company, the steel transaction volume continues to increase. In order to meet the needs of business expansion and business development of steel bank e-commerce and ensure the smooth implementation of steel procurement projects, at the same time, in view of the periodicity of steel delivery and in order to continuously expand market share, the company plans to provide full joint and several liability guarantee for the payment and supply of steel procurement projects of steel bank e-commerce in 2022, The maximum guarantee balance shall not exceed 500 million yuan. The company will charge 5 ‰ of the guarantee fee to the above enterprises according to the actual situation of this guarantee. At the same time, the general meeting of shareholders is requested to authorize the chairman to handle relevant businesses within the above guarantee limit, handle relevant procedures and sign relevant legal documents on behalf of the company according to the actual needs of business development. The authorization period is one year from the date of deliberation and approval by the general meeting of shareholders of the company. And before the guarantee scheme for the subsidiary in 2023 is approved by the general meeting of shareholders of the next year (2022), and the board of directors of the company does not make a new proposal or modify or approve, this proposal will continue to be valid for another year.
For details, please refer to the announcement published on the gem information disclosure website designated by the CSRC.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
15、 Deliberated and passed the proposal on the guarantee provided by steel bank e-commerce for its subsidiary companies and Yun logistics;
With the continuous expansion of the logistics and transportation service business scale of Shanghai Heyun Logistics Technology Co., Ltd., the holding subsidiary of the company's holding subsidiary gangyin e-commerce, in order to meet the needs of its business expansion and business development and ensure the smooth implementation of the project, gangyin e-commerce plans to provide full joint and several liability guarantee for the cargo transportation of Heyun logistics (including but not limited to the payment for goods, freight, liquidated damages, etc. under the transportation contract), The maximum guarantee balance shall not exceed 100 million yuan.
At the same time, the general meeting of shareholders is requested to authorize the chairman to handle relevant businesses within the above guarantee limit, handle relevant procedures and sign relevant legal documents on behalf of the company according to the actual needs of business development. The period of authorization is from the shareholders of the company
