Securities code: China South Publishing & Media Group Co.Ltd(601098) stock abbreviation: China South Publishing & Media Group Co.Ltd(601098) No.: pro 2022011
China South Publishing & Media Group Co.Ltd(601098)
Announcement on the resolution of the fourth meeting of the Fifth Board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents China South Publishing & Media Group Co.Ltd(601098) (hereinafter referred to as “the company”) the fourth meeting of the Fifth Board of supervisors was held on the second floor of the conference building of Purui hotel in Changsha, Hunan Province on April 23, 2022. The meeting notice and relevant materials will be sent by email and delivery on April 18, 2022. There were 7 supervisors who should attend the meeting, and 7 supervisors actually attended the meeting. The convening of the meeting complies with the relevant provisions of the company law and the articles of association.
The meeting was presided over by Mr. Xu Shufu, chairman of the board of supervisors. The following proposals were considered and adopted by open ballot:
1、 The proposal on the 2021 annual work report of the board of supervisors of the company was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and passed the proposal on the remuneration of supervisors in 2021
In 2021, the company’s supervisors plan to receive remuneration according to the following standards: Xu Shufu, chairman of the board of supervisors, does not receive remuneration in the company; Zhang Xudong, the supervisor, was appointed until September 15, 2021 and received 973700 yuan of salary in the company; The supervisor Yang Lin’s term of office expires on September 15, 2021 and receives a salary of 966800 yuan in the company; Hu Jian, the supervisor, was appointed until September 15, 2021 and received a salary of 966800 yuan in the company; Zhou Yixiang has served as a supervisor since September 15, 2021, and received a salary of 285600 yuan in the company during his term of office; Xu Xiangrong
Served as a supervisor since September 15, 2021, and received 286200 yuan of salary in the company during his term of office; Zhang Jian has served as a supervisor since September 15, 2021, and received a salary of 276900 yuan in the company during his term of office; Li Xiongwei, the employee supervisor, also served as the chief editor of Hunan people’s Publishing House Co., Ltd. and received 821500 yuan of salary from Hunan people’s Publishing House Co., Ltd; Gong Yong, the employee supervisor, is also the Deputy Secretary of the Party committee, director and chairman of the labor union of Hunan Tianwen Xinhua Printing Co., Ltd. and receives 722000 yuan of salary from Hunan Tianwen Xinhua Printing Co., Ltd; Tang Wei, the employee supervisor, also served as the deputy director of the Legal Affairs Department of the company and received 670700 yuan in the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
4、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After careful deliberation, the board of supervisors believes that the preparation and deliberation procedures of the company’s 2021 annual report comply with the relevant provisions of laws, regulations and the articles of association. Its content and format comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained can truly reflect the operation, management and financial status of the company in that year. It is not found that the personnel involved in the preparation and deliberation of the annual report have violated the confidentiality provisions.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on profit distribution of the company in 2021 was deliberated and passed
After careful deliberation, the board of supervisors believes that the profit distribution plan is in line with the actual situation of the company and the relevant regulations and requirements of the CSRC and Shanghai Stock Exchange, which is conducive to the sustainable development of the company and does not damage the interests of the company and shareholders. The board of supervisors agreed to submit the profit distribution plan to the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 After careful deliberation, the board of supervisors believed that the signing of the financial service agreement is conducive to optimizing the allocation of resources and improving the efficiency of capital operation. This transaction constitutes a connected transaction, which is fair and reasonable, in line with the company law, the securities law and other relevant provisions, in line with the interests of the company and all shareholders, and there is no situation that affects or damages the interests of other shareholders, especially minority shareholders. This transaction has a fully feasible risk disposal plan and an objective and fair continuous risk assessment report. This transaction has been deliberated and approved by the fourth meeting of the audit committee of the Fifth Board of directors and the fourth meeting of the Fifth Board of directors of the company. The interested connected directors have been avoided during the voting of the board of directors. The independent directors have issued their approval opinions on the connected transaction in advance, issued their independent opinions unanimously agreeing to the proposal, and strictly performed the necessary decision-making procedures. We agree to the motion.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on risk disposal plan for related party transactions of Hunan Publishing Investment Holding Group Finance Co., Ltd. was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
9、 The proposal on the 2021 annual risk continuous assessment report of Hunan Publishing Investment Holding Group Finance Co., Ltd. was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
10、 The proposal on the implementation of the company’s daily related party transactions in 2021 and the prediction of daily related party transactions in 2022 was reviewed and approved
After careful deliberation, the board of supervisors believes that the implementation of the company’s daily related party transactions in 2021 and the expected daily related party transactions in 2022 are an integral part of the company’s daily operation and management activities, which is conducive to ensuring the normal operation of the company. The price of related party transactions follows the principle of fairness, conforms to the best interests of the company and all shareholders, and does not damage the legitimate rights and interests of non related shareholders. The board of supervisors agreed to the implementation of the company’s daily related party transactions in 2021 and the expected events of daily related party transactions in 2022. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved
Voting results: 7 in favor, 0 against and 0 abstention.
12、 The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted
After careful deliberation, the board of supervisors believes that the company has established a relatively complete internal control system through strengthening the construction of internal control system, which has been effectively implemented. The company’s internal control system has played a positive role in reasonably ensuring the legal compliance of the company’s operation and management, asset safety, the authenticity and integrity of financial reports and relevant information, improving the company’s operation efficiency and promoting the implementation of the company’s development strategy, and all business risks of the company have been effectively prevented and controlled. The company’s internal control evaluation report truly and objectively reflects the construction and operation of the company’s internal control system.
Voting results: 7 in favor, 0 against and 0 abstention.
13、 The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
After careful deliberation, the board of supervisors believes that the preparation and deliberation procedures of the company’s report for the first quarter of 2022 comply with the relevant provisions of laws, regulations and the articles of association. Its content and format comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained can truly reflect the current operation, management and financial status of the company. It is not found that the personnel involved in the preparation and deliberation of the report for the first quarter of 2022 have violated the confidentiality provisions.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
China South Publishing & Media Group Co.Ltd(601098) board of supervisors
April 25, 2002
