Securities code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) securities abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022028 XueDa (Xiamen) Education Technology Group Co., Ltd
Announcement on the resolution of the second meeting of the 10th 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.
The notice of the second meeting of the 10th board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as “the company”) was sent to all directors by e-mail and telephone on April 12, 2022. Due to the addition of temporary proposals, the company sent the supplementary notice and relevant proposals and attachments to all directors on April 21, 2022. The meeting was held by means of communication voting at 9:00 a.m. on April 22, 2022. The meeting was presided over by Mr. Wu Shengwu, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association. After deliberation by the directors present at the meeting, the following matters were unanimously adopted:
1、 The annual report for 2021 (full text and summary) was considered and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn published by the company on the same day Annual report for 2021 (full text), and published in China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) Annual report 2021 (Abstract).
2、 Deliberated and adopted the report of the first quarter of 2022
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day First quarter report of 2022 on.
3、 Deliberated and adopted the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn published by the company on the same day Work report of the board of directors in 2021.
The independent directors of the company submitted the 2021 report on the work of independent directors to the board of directors, which will be reported at the 2021 annual general meeting of shareholders of the company. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Report on the work of independent directors in 2021.
4、 Reviewed and adopted the 2021 general manager’s work report
Voting results: 7 in favor, 0 against and 0 abstention.
5、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn published by the company on the same day Financial final accounts report of 2021.
6、 The plan for profit distribution and conversion of reserve fund into share capital in 2021 was reviewed and approved
The company’s profit distribution plan for 2021 is not to distribute profits (including cash dividends and stock dividends), nor to convert capital reserve into share capital.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Note on no profit distribution in 2021.
7、 Deliberated and adopted the 2021 annual internal control evaluation report
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal.
For details, please refer to cninfo.com.cn published by the company on the same day Internal control evaluation report in 2021.
8、 Deliberated and adopted the 2021 annual deposit and use report of raised funds
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
Independent directors have expressed independent opinions on this proposal.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on the annual storage and use of raised funds in 2021.
9、 Deliberated and passed the proposal on the outstanding loss exceeding one third of the total paid in share capital
According to the audit of Dahua Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s consolidated undistributed profit was about -555 million yuan, the company’s paid in share capital was about 118 million yuan, and the outstanding loss had exceeded one-third of the company’s paid in share capital.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on uncovered losses exceeding one third of the total paid in share capital. 10、 Deliberated and passed the proposal on the change of accounting policies of the company
The board of directors of the company believes that this change of accounting policy is a reasonable change of the company’s accounting policy according to the latest regulations of the Ministry of finance, in line with relevant regulations and the actual situation of the company, its decision-making procedures comply with relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and minority shareholders. The board of directors of the company agrees with this change of accounting policy.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on changes in accounting policies.
11、 Deliberated and passed the proposal on the company’s provision for credit and asset impairment in 2021
The board of directors of the company believes that the provision for credit and asset impairment this time complies with and complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, is fully based, reflects the principle of accounting prudence, and is in line with the actual situation of the company.
After the provision for credit and asset impairment is withdrawn this time, it can more objectively and fairly reflect the company’s financial status and asset value as of December 31, 2021, making the company’s accounting information more reasonable.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on the company’s provision for credit and asset impairment in 2021. 12、 The proposal on using idle raised funds for cash management was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on the use of idle raised funds for cash management.
13、 The proposal on providing guarantee for subsidiaries applying for bank credit line was deliberated and adopted
The board of directors of the company believes that the guaranteed party, Beijing XueDa Information Technology Group Co., Ltd. (hereinafter referred to as “XueDa information”), is a wholly-owned subsidiary within the scope of the company’s consolidated statements, has the ability of sustainable operation and debt repayment, and the risk of providing guarantee for XueDa information is controllable, which will not affect the company or Xuecheng Century (Beijing) Information Technology Co., Ltd Tianjin Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Technology Co., Ltd. has an adverse impact on the normal operation and business development, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on providing guarantee for subsidiaries applying for bank credit line. 14、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Notice on convening the 2021 annual general meeting of shareholders.
It is hereby announced.
Board of directors of XueDa (Xiamen) Education Technology Group Co., Ltd
April 26, 2022
