Securities code: Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) securities abbreviation: Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) Announcement No.: 2022005 Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Announcement on the resolutions of the 14th meeting of the 7th 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.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as "the company") the notice of the 14th meeting of the seventh board of directors was sent by hand on April 1, 2022. The meeting was held at 10:00 on April 13, 2022 in the conference room on the first floor of No. 1 office building of the company, No. 23 YUNPU 1st Road, Huangpu District, Guangzhou in the form of on-site combined communication and voting. There are 7 directors of the company and 7 directors participating in the voting of this meeting, among which the directors attending the meeting by means of communication voting are Mr. Chu Yufeng, Mr. Liang Tong and Mr. Yu Yingmin. The meeting was presided over by the chairman, Mr. Zhang Songming, and the company's supervisors and other senior executives attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
1、 Deliberations of the meeting
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
For details, please refer to cninfo.com.cn published by the company on April 15, 2022 Report on the work of the board of directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
3. Deliberated and passed the proposal on the full text and summary of the annual report for 2021
For the full text of the 2021 annual report, the company published it on cninfo.com.cn on April 15, 2022 Annual report 2021 on; For the summary of the 2021 annual report, the company published it in the securities times and cninfo (www.cn. Info. Com. CN) at the same time Abstract of 2021 annual report on (Announcement No.: 2022007).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
At the end of 2021, the total assets of the company were 173491960905 yuan; The total owner's equity attributable to the shareholders of the listed company is 56935689618 yuan; In 2021, the operating income was 106282087603 yuan; The total profit realized is -6211098126 yuan; The net profit attributable to the shareholders of the listed company was -5153317882 yuan.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and passed the proposal on the financial budget report for 2022
According to the company's financial statements in 2021 and the current market and industry conditions faced by the company, based on the principle of prudence, the company is expected to have an operating revenue of 1.1 billion yuan in 2022, a net profit of 30 million yuan and a net profit of 10 million yuan after deducting non recurring profits and losses.
This budget report is the internal management index of the company's business plan in 2022, which does not represent the company's profit forecast in 2022, nor does it constitute the company's substantive commitment to investors. Whether the budget target can be achieved depends on many factors such as the macroeconomic environment, market conditions, industry development and the efforts of the company's management team. There is great uncertainty in the budget results, which should be paid special attention to by investors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the profit distribution plan for 2021
According to the audit report issued by Huaxing Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -5153317882 yuan. The board of directors of the company decided that the profit distribution plan for 2021 is: no cash dividend, no bonus shares, and no conversion of provident fund into share capital.
For the independent opinions expressed by the independent directors, please refer to the company's publication on cninfo.com.cn on April 15, 2022 Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
For details and independent opinions of independent directors, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Self evaluation report on internal control in 2021 and independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on reappointment of audit institutions in 2022 (Announcement No.: 2022008). For the prior approval opinions and independent opinions issued by independent directors, please refer to the company's publication on cninfo.com.cn in the same period Prior approval opinions of independent directors on matters related to the 14th meeting of the seventh board of directors and independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the remuneration of directors of the company in 2021 was deliberated and adopted
For details of directors' remuneration, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on April 15, 2022 "V. directors, supervisors and senior managers" in "section IV corporate governance" of the 2021 annual report on the.
Voting results: 0 votes, 6 abstentions. This proposal adopts the method of voting item by item, and all directors have avoided voting when considering their own remuneration.
For independent opinions of independent directors, please refer to the company's publication on cninfo.com.cn on April 15, 2022 Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the remuneration of senior managers of the company in 2021
For details of the remuneration of senior managers, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on April 15, 2022 "V. directors, supervisors and senior managers" in "section IV corporate governance" of the 2021 annual report on the.
Voting results: the proposal was passed after deliberation. The proposal was voted item by item, in which Mr. Zhang Songming, the director, avoided voting when considering the remuneration of related person Mr. Zhang Chongming.
For independent opinions of independent directors, please refer to the company's publication on cninfo.com.cn on April 15, 2022 Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberated and passed the proposal on changes in accounting policies
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on changes in accounting policies (Announcement No.: 2022009). For the independent opinions expressed by independent directors, please refer to the company's publication on cninfo.com.cn in the same period Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
12. The proposal on purchasing directors, supervisors and senior managers liability insurance was deliberated and adopted
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on purchasing directors, supervisors and senior managers' liability insurance (Announcement No.: 2022011). For the independent opinions expressed by independent directors, please refer to the company's publication on cninfo.com.cn in the same period Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
As the beneficiary, all directors of the company abstained from voting during the deliberation of this proposal.
This proposal is directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 0 in favor, 0 against and 0 abstention.
13. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 According to the announcement on the prediction of the company's daily connected transactions in 2022 (Announcement No.: 2022012), the independent directors of the company have expressed their prior approval opinions and independent opinions on the connected transactions. For details, see the prior approval opinions of independent directors on matters related to the 14th meeting of the seventh board of directors and the independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors.
Voting results: 6 in favor, 0 against and 0 abstention. Mr. Zhang Songming, a related director, abstained from voting. 14. The proposal on the company's application for credit line from the bank in 2022 was deliberated and adopted
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on the company's application for credit line from the bank in 2022 (Announcement No.: 2022013).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15. Deliberated and passed the proposal on liquidation and cancellation of holding subsidiaries
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on liquidation and cancellation of holding subsidiaries (Announcement No.: 2022014).
Voting results: 7 in favor, 0 against and 0 abstention.
16. Deliberated and passed the proposal on Amending the articles of Association
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on Amending the articles of association and its annexes (Announcement No.: 2022015).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
17. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on Amending the articles of association and its annexes (Announcement No.: 2022015).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
18. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
For details, please refer to the company's publication in the securities times and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement on Amending the articles of association and its annexes (Announcement No.: 2022015).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
19. The proposal on Revising part of the company's internal control system was deliberated and adopted
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on April 15, 2022 The rules of procedure of the strategy committee, the rules of procedure of the audit committee, the rules of procedure of the nomination committee, the rules of procedure of the remuneration and assessment committee, the working rules of the general manager, the administrative measures for the use of raised funds, the decision-making system of connected transactions, the working system of independent directors, the information disclosure management system and the registration management system of insiders Measures for the management of shares held by directors, supervisors and senior managers and their changes, management system of subsidiaries, working system of the Secretary of the board of directors, measures for the management of external donations, internal reporting system of major information and external responsibility
