Securities code: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) securities abbreviation: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) Announcement No.: 2022017
Convertible bond Code: 123084 convertible bond abbreviation: Gaolan convertible bond
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Announcement of resolutions of the 14th meeting of the 4th 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.
1、 Meetings of the board of directors
1. the board of directors was convened by Mr. Li Qi, chairman of the board of directors. The notice of the meeting was given by a specially assigned person on April 9, 2022
Delivery, e-mail, telephone, etc.
2. The board of Directors voted on April 20, 2022 in the conference room on the fourth floor of the company by on-site combined with communication
Held in a manner.
3. Five directors should be present at this board meeting, and five actually attended. Among them, Mr. Fang Pingping
Independent directors Mr. Xie Shisong and Mr. Lu Rui attended the meeting by means of communication voting.
4. The board of directors is presided over by Mr. Li Qi, chairman of the board of directors, and the supervisors and senior executives of the company attend the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this board meeting comply with relevant laws, administrative regulations and the Ministry of finance
The provisions of the door rules, normative documents and the articles of association are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the company's 2021 annual general manager's work report was deliberated and adopted
After deliberation, the board of directors held that the management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, and the report truly and objectively reflected the business situation of the company in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
The motion was passed.
2. The proposal on the work report of the board of directors in 2021 was considered and adopted
In 2021, the board of directors of the company earnestly implemented the resolutions adopted by the general meeting of shareholders, actively promoted the implementation of the resolutions of the board of directors and continuously standardized corporate governance in strict accordance with the provisions of the company law, the securities law and other laws and regulations, normative documents, the articles of association, the rules of procedure of the board of directors and other relevant systems. All directors performed their duties conscientiously and diligently, and did a lot of effective work for the scientific decision-making and standardized operation of the company's board of directors, ensuring the sustainable, healthy and stable development of the company.
The independent directors of the company submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）The report on the work of the board of directors in 2021, the report on the work of independent directors in 2021 (Xie Shisong) and the report on the work of independent directors in 2021 (Lu Rui) disclosed on the.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal has been passed and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company's 2021 annual financial statement report was deliberated and adopted
After deliberation, the board of directors of the company believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）2021 annual financial statement disclosed on the.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal has been passed and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）The summary of 2021 annual report (Announcement No.: 2022019) and 2021 annual report (Announcement No.: 2022020) disclosed on the.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal has been passed and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company's self evaluation report on internal control in 2021 was deliberated and adopted
The board of directors of the company believes that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in accordance with the requirements of relevant laws and regulations, departmental rules and normative documents, combined with its own business characteristics and risk factors. The internal control system of the company has strong pertinence, rationality and effectiveness, and is applied in all key links of enterprise management Major investments have played a good role in controlling and preventing, effectively controlling the company's operational and financial risks, ensuring the authenticity and integrity of financial reports and relevant information, ensuring the safety of assets, and providing guarantee for the company's legal and compliant operation. As of December 31, 2021, the company has no major defects and important defects in internal control over financial reports and non-financial reports.
The independent directors of the company expressed their independent opinions on the matter, and the company's sponsor Huajin Securities Co., Ltd. issued verification opinions. For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors, the 2021 internal control self-evaluation report and related opinions announcement (Announcement No.: 2022021), and the verification opinions of Huajin Securities Co., Ltd. on the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 2021 internal control self-evaluation report.
Voting results: 5 in favor, 0 against and 0 abstention.
The motion was passed.
6. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Based on the share repurchase plan implemented by the company in 2021, according to the company's strategic development plan and the capital demand of its main business, and comprehensively considering the current macroeconomic environment, the company's business status and capital status, in order to ensure the continuous and stable operation of the company's production and operation and the active expansion of its main business, the company has formulated the profit distribution plan for 2021 as follows: no cash dividend and no bonus shares in 2021, Capital reserve shall not be converted into share capital.
The board of directors of the company considered that the above proposal was in line with the articles of association and relevant regulations and the actual development of the company, and issued a special explanation. The independent directors of the company expressed their independent opinions on the matter. For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）The announcement on the profit distribution plan for 2021 (Announcement No.: 2022022), the special instructions of the board of directors on the proposed no profit distribution in 2021 (Announcement No.: 2022023), and the independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors disclosed on the.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal has been passed and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the company's special report on the deposit and use of raised funds in 2021 was considered and adopted
The company used the raised funds in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and performed the relevant information disclosure in a timely, true, accurate and complete manner. There was no illegal use of the raised funds.
The independent directors of the company expressed their independent opinions on the matter, the company's sponsor Huajin Securities Co., Ltd. issued verification opinions, and Lixin Certified Public Accountants (special general partnership) issued assurance report. For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）The special report of the board of directors on the deposit and use of raised funds in 2021, the independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors, the special verification report of Huajin Securities Co., Ltd. on the deposit and use of raised funds in Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 2021, and Lixin Certified Public Accountants (special general partnership) disclosed at the meeting Assurance report on the special report on the deposit and use of raised funds in Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
The motion was passed.
8. The proposal on applying for credit line from banks in 2022 was considered and adopted
After deliberation, it is agreed that the company will apply to the bank for a comprehensive credit line of no more than RMB 500 million in 2022, with a credit period of 12 months, and authorize the chairman of the company or the authorized agent designated by the chairman to go through relevant procedures and sign corresponding legal documents on behalf of the company within the above credit line. The authorization period is valid within one year from the date of deliberation and approval by the board of directors.
Voting results: 5 in favor, 0 against and 0 abstention.
The motion was passed.
9. The proposal on providing guarantee for subsidiary companies applying for credit from banks in 2022 was deliberated and adopted
It is agreed that the company will provide joint and several liability guarantee for the subsidiary to apply to the bank for a comprehensive credit line of no more than RMB 420 million in 2022. Yueyang Gaolan energy saving equipment manufacturing Co., Ltd., a wholly-owned subsidiary, plans to apply to the bank for a comprehensive credit line of no more than RMB 170 million, and Dongguan Sixiang insulating material Co., Ltd., a holding subsidiary, plans to apply to the bank for a comprehensive credit line of no more than RMB 250 million. Within the above limit, the guarantee period shall be subject to the formal agreement or contract actually signed between the company and the bank.
The board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company or the authorized agent designated by the chairman to handle relevant procedures within the approved guarantee limit on behalf of the company and sign corresponding legal documents. The authorization period is from the date of deliberation and approval by the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022.
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）The announcement on the prediction of providing guarantee for the subsidiary's application for credit extension to the bank in 2022 (Announcement No.: 2022024) and the independent opinions of independent directors on relevant matters of the 14th meeting of the Fourth Board of directors disclosed on the.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal has been passed and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the special explanation on the achievement of performance commitments and excess performance awards of Dongguan Sixiang insulating materials Co., Ltd. in 2021 was considered and adopted
According to the audit report of Dongguan Sixiang for 2019, 2020 and 2021 issued by Lixin Certified Public Accountants (special general partnership) (Report No.: xksbz [2020] No. zc10213, xksbz [2021] No. zc10152, xksbz [2022] No. zc10181), the actual performance commitments of Dongguan Sixiang for 2019, 2020 and 2021 are as follows:
The net profit of the project after deducting non recurring profits and losses in 2021, 2020 and 2019 is 752938, 444829 and 366434 plus: the net profit affected by excess performance reward is 802.43
Less: after tax capital cost of supporting Dongguan Sixiang 35.21 4.39 2.76 performance commitment caliber net profit 829660444390366158 performance commitment amount 52000043 Shenzhen Sed Industry Co.Ltd(000032) 0000
The commitment completion rate of the project in 2021, 2020 and 2019 is 159.55%, 103.35% and 114.42%
Dongguan Sixiang's net profit from 2019 to 2021 performance commitments was 366158 million yuan, 44.439 million yuan and 82.966 million yuan respectively, totaling 1640208 million yuan. The amount exceeding the total cumulative performance commitments was 370208 million yuan, and the completion rate of performance commitments was 129.15%. Dongguan Sixiang exceeded its performance commitment. According to the asset purchase agreement, the agreed amount of the cumulative performance commitment from 2019 to 2021 is 127 million yuan, so 50% (i.e. 9.4403 million yuan) of the 370208 million yuan exceeding 127 million yuan in the cumulative net profit of the performance commitment from 2019 to 2021 is paid by Dongguan Sixiang to the management of Dongguan Sixiang as reward consideration.
For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）Special instructions on the achievement of performance commitments and excess performance awards of Dongguan Sixiang insulation material Co., Ltd. in 2021 (Announcement No.: 2022025).
Voting results
