Announcement on the resolution of the third meeting of the Fifth Board of supervisors
The company and all members of the board of supervisors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
In accordance with the relevant provisions of the company law and the Utour Group Co.Ltd(002707) articles of Association (hereinafter referred to as the “articles of association”), the third meeting of the Fifth Board of supervisors of Utour Group Co.Ltd(002707) (hereinafter referred to as the “company”) was held by means of communication on April 15, 2022. The meeting was convened by Mr. Su Jie, the chairman of the board of supervisors, and all supervisors were notified by e-mail on April 5, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The convening and voting of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the 2021 annual work report of the board of supervisors was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The 2021 annual work report of the board of supervisors was published on cninfo.com.cn on the same day as this announcement.
2. The proposal on the annual report and summary of the company in 2021 was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the 2021 annual financial statement of the company was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the company’s 2021 annual financial settlement report, please refer to the same day as this announcement, which is published on cninfo.com.cn “Section x financial report” of the company’s 2021 annual report.
4. The proposal on renewing the appointment of China Securities Tiantong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was reviewed and approved;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After verification, the board of supervisors believes that as the company’s 2021 audit institution, China Securities Tiantong Certified Public Accountants (special general partnership) is diligent and conscientious in the audit work, and can objectively and fairly evaluate the company’s financial situation and operating results. The board of supervisors agreed to renew his appointment as the company’s financial audit institution in 2022 for one year.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and passed the proposal on the remuneration of supervisors;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the remuneration of supervisors, please refer to the announcement published on cninfo (www.cn. Info. Com. CN.) “Section IV corporate governance” of the company’s 2021 annual report.
6. The proposal on the self inspection form for the implementation of the company’s internal control rules in 2021 was reviewed and passed; Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After deliberation, the board of supervisors believes that the company’s internal control design is reasonable and effective, and the company’s internal control in 2021 has integrity, rationality and effectiveness. The self inspection form for the implementation of the company’s internal control rules in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
7. The proposal on the company’s 2021 annual internal control evaluation report was reviewed and passed;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After deliberation, the board of supervisors held that the 2021 internal control evaluation report of the company comprehensively, truly and objectively reflected the construction, operation and supervision of the company’s internal control system, and met the requirements of relevant laws, administrative regulations and normative documents such as the Ministry of finance, China Securities Regulatory Commission and Shenzhen stock exchange. The company’s existing internal control system is basically sound and can be effectively implemented, which meets the requirements of the company’s current management and development. 8. The proposal on changing the registered capital and business scope of the company, amending the articles of association and authorizing the board of directors to handle the industrial and commercial change registration was reviewed and approved;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. This proposal is a special resolution proposal, which can be adopted only after being approved by more than 2 / 3 of the effective voting shares held by the shareholders attending the meeting.
9. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After verification, the board of supervisors believes that the company’s profit distribution plan in 2021 complies with the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and the plan for shareholders’ dividend return in the next three years (20202022), and the decision-making procedures comply with the company law, the securities law, the articles of association and other relevant provisions, The board of supervisors agreed to the profit distribution plan and agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on applying for comprehensive credit from banks in 2022 was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on determining the mutual insurance limit of the company and its subsidiaries was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. This proposal is a special resolution proposal, which can be adopted only after being approved by more than 2 / 3 of the effective voting shares held by the shareholders attending the meeting.
12. Deliberated and passed the proposal on the company’s provision for asset impairment;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After verification, the board of supervisors believes that the provision for asset impairment of the company this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, the principle of accounting prudence, the basis for the provision for asset impairment is sufficient, and the decision-making procedures are standardized and legal; After the provision for impairment is made, the company’s 2021 financial statements can more objectively and fairly reflect the company’s financial situation, asset value and operating results in 2021 as of December 31, 2021, so that the company’s accounting information is more authentic and reliable, in line with the overall interests of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the company’s provision for asset impairment this time.
13. The proposal on making up for losses up to one third of the total paid in share capital was deliberated and adopted. The voting results are as follows:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on the company and its holding subsidiaries using their own funds for cash management was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After review, the board of supervisors believes that: on the premise of ensuring the daily operation capital demand of the company, the company and its holding subsidiaries plan to use their own funds of no more than RMB 400 million (within the validity period of the resolution, the amount of funds can be used on a rolling basis) for cash management, which has high purchase safety Low risk financial products with good liquidity (not involving the venture capital specified in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board) are conducive to improving the use efficiency of funds and increasing the income of the company. Therefore, the board of supervisors agreed that the company and its holding subsidiaries use their own funds for cash management.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15. The proposal on the full text of the company’s report for the first quarter of 2022 was deliberated and adopted;
Voting results:
There were 3 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes. After verification, the board of supervisors believes that the preparation procedures of the full text of the company’s report for the first quarter of 2022 comply with laws, administrative regulations and the provisions of the CSRC. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major disclosures.
3、 Documents for future reference
Utour Group Co.Ltd(002707) the resolution of the third meeting of the Fifth Board of supervisors.
It is hereby announced.
Utour Group Co.Ltd(002707) board of supervisors April 16, 2022
