Securities code: Shenzhen China Bicycle Company (Holdings) Limited(000017) , 200017 securities abbreviation: shenzhonghua a, shenzhonghua B Announcement No.: 2022003 announcement on the resolution of the 37th meeting of the 10th board of directors of Shenzhen Zhonghua bicycle (Group) Co., Ltd
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without falsehood
Records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. Time and method of notice of board meeting
The 10th board of directors of the company sent the notice of convening the 37th meeting to all directors by email and SMS on April 12, 2022.
2. Time, place and method of board meeting
The meeting was held at 14:30 p.m. on Friday, April 22, 2022 in the company’s Conference Room 501, Zhongxin science and technology building, No. 31 Bagua Road, Futian District, Shenzhen.
3. Attendance, host and non voting participants of the board meeting
Nine directors should participate in the voting at the meeting, and nine actually participate in the voting. The meeting is presided over by Mr. Li Hai, chairman of the board. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates.
4. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Annual report of the board of directors 2021
The work report of the board of directors in 2021 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention, and chairman Li Hai was authorized to submit the report to the 2021 annual general meeting of shareholders of the company on behalf of the board of directors for deliberation. For details of the report, please refer to the relevant contents of the work of the board of directors, the performance of directors and the performance of special committees of the board of directors in the chapter of management discussion and analysis and corporate governance of the 2021 annual report.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. General manager’s work report in 2021
The meeting deliberated and adopted the 2021 general manager’s work report with 9 affirmative votes, 0 negative votes and 0 abstention votes. 3. Financial statement report of 2021
The meeting deliberated and adopted the 2021 annual financial statement report with 9 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. 2021 profit distribution plan
The meeting approved the profit distribution plan for 2021 by 9 votes in favor, 0 against and 0 abstention, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. The independent directors of the company agreed with the proposal and considered it in line with the actual situation of the company.
The plan is as follows:
According to Chinese accounting standards, according to the audit report issued by Tianzhi International Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -198669282 yuan, and the undistributed profit of the company was -120293693370 yuan as of December 31, 2021. In view of the negative undistributed profit of the company, in accordance with the articles of association and the company’s cash dividend policy, the profit of this year will not be distributed and the capital reserve will not be converted into share capital.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. Special note of the board of directors on the audit report with unqualified opinions on the paragraphs with significant uncertainty of sustainable operation in 2021
The meeting deliberated and adopted the special note of the board of directors on the audit report with unqualified opinions on the paragraphs with major uncertainties of going concern in 2021 by 9 votes in favor, 0 against and 0 abstention. See details published on cninfo.com.cn on the same day Announcement of.
6. 2021 annual report of independent directors
The report on the work of independent directors in 2021 was reviewed and approved by 9 votes in favor, 0 against and 0 abstention. For details, please refer to www.cn.info.com.cn Announcement of.
7. Annual report 2021 and its summary
The annual report for 2021 and its abstract were deliberated and adopted at the meeting with 9 affirmative votes, 0 negative votes and 0 abstention votes. The board of directors guaranteed that the full text and abstract of the company’s annual report for 2021 were true, accurate and complete, and there were no false records, misleading statements or major omissions, and agreed to submit the report to the company’s 2021 annual general meeting for deliberation. See details published on cninfo.com.cn on the same day Announcement of.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. Self evaluation report on internal control in 2021
The meeting deliberated and adopted the 2021 internal control self-evaluation report with 9 votes in favor, 0 against and 0 abstention. The independent directors of the company agreed with the proposal and considered it in line with the actual situation of the company. See details published on cninfo.com.cn on the same day Self evaluation report on internal control in 2021. 9. Proposal on convening the 2021 annual general meeting of shareholders
The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted at the meeting with 9 affirmative votes, 0 negative votes and 0 abstention. The time of convening the 2021 annual general meeting of shareholders of the company will be notified separately.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors.
2. Other documents required by SZSE.
It is hereby announced.
Shenzhen Zhonghua bicycle (Group) Co., Ltd
Board of directors
April 25, 2022
