Securities code: Gosun Holdings Co.Ltd(000971) securities abbreviation: St Gaosheng Announcement No.: 202226 Gosun Holdings Co.Ltd(000971)
Announcement of resolutions of the third 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.
Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) the third meeting of the 10th board of directors was notified to all directors, supervisors and senior managers by e-mail on April 15, 2022, and was held at 17:00 p.m. on April 25, 2022 (Monday). The on-site meeting was held at room 2002, floor 20, building a, IFC building, No. A8 Jianguomenwai street, Chaoyang District, Beijing. There are 11 directors who should vote at the meeting and 11 directors who actually vote. The meeting was presided over by Mr. Zhang Dai, chairman of the board of directors. The convening and voting procedures of the meeting were in line with the relevant provisions of the company law and the articles of association. The following proposals were considered and adopted at the meeting:
1、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted;
For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Annual report 2021 and summary of annual report 2021. The summary of the 2021 annual report will be simultaneously disclosed in China Securities News, Shanghai Securities News, securities times and Securities Daily.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted;
In accordance with the company law, the articles of association, the rules of procedure of the board of directors and relevant laws and regulations, the board of directors of the company implements various resolutions of the general meeting of shareholders, earnestly performs its duties, constantly standardizes corporate governance and promotes the healthy and stable development of the company. According to the work in 2021, the board of directors prepared the work report of the board of directors in 2021, reviewed and summarized the main aspects of the work in 2021, and put forward the work tasks of the company in 2022.
Chen Guoxin, radar, Zhao Liang and Tian Yingchun, independent directors of the ninth board of 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 general meeting of shareholders.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Disclosed the work report of the board of directors in 2021 and the work report of independent directors in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report;
After deliberation, the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021. For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Financial final accounts report of 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on the 2021 profit distribution plan of the company was reviewed and approved;
According to the audit report ZTE Cai Guang Hua Shen Hui Zi (2022) No. 223024 issued by ZTE Cai Guang Hua Certified Public Accountants (special general partnership), the total profit of the company in 2021 was -50236475858 yuan, the net profit attributable to the shareholders of the listed company was -48912673831 yuan, and the undistributed profit was -346375914632 yuan. The company did not meet the dividend conditions stipulated in the articles of association in 2021. After research, it is decided that the company will not convert the provident fund into share capital, give bonus shares or pay cash dividends in 2021. Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the company’s 2021 annual internal control evaluation report was reviewed and passed;
After deliberation, the board of Directors believes that the 2021 internal control evaluation report of the company truly and objectively violates the provisions of relevant laws and regulations and can control the company’s business activities.
For details, please refer to the company’s disclosure on cninfo.com.cn on the same day 2021 annual internal control evaluation report of the company.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
6、 The proposal on the special report on the deposit and actual use of raised funds in 2021 was reviewed and approved;
After deliberation, the board of directors held that in 2021, the company managed the special account of raised funds in strict accordance with 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 and the measures for the management of raised funds, and the deposit and use of raised funds were legal and compliant. The company’s special report on the deposit and actual use of raised funds in 2021 is true, accurate and complete without false records, misleading statements and major omissions.
According to the company’s special report on the deposit and actual use of raised funds in 2021, the independent financial consultant hired by the company has issued verification opinions and the accounting firm has issued an assurance report.
For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Special report on the deposit and actual use of raised funds in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
7、 The proposal on the provision for asset impairment in 2021 was reviewed and approved;
After deliberation, the company’s provision for impairment of long-term assets such as goodwill in 2021 complies with the accounting standards for business enterprises and relevant accounting policies of the company. In accordance with the principle of prudence and the actual situation of the company’s assets, the provision for impairment of assets can fairly reflect the company’s financial situation and operating results as of December 31, 2021, and help to provide more authentic and reliable accounting information. The board of directors agreed to withdraw the provision for impairment of long-term assets such as goodwill.
Announcement on provision for impairment of assets in the current period.
Voting results: 11 in favor, 0 against and 0 abstention.
8、 The proposal on the special explanation of the board of directors on the illegal external guarantee and occupation of the company’s funds by the controlling shareholders and other related parties was deliberated and adopted;
According to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the relevant provisions of the articles of association, the board of directors of the company checked and supervised the illegal external guarantees and capital occupation of the company’s controlling shareholders and other related parties in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company issued special instructions and independent opinions.
9、 Deliberated and adopted the special notes on matters involved in the audit report of the board of directors on the qualified opinions in 2021;
For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Special notes of the board of directors on matters involved in the audit report with qualified opinions in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
10、 Deliberated and passed the proposal on correction and retroactive adjustment of accounting errors in the early stage;
The correction and retroactive adjustment of the company’s accounting errors comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The company’s correction of accounting errors in the financial reports of 2019 and 2020 is an objective reflection of the company’s actual operating conditions, The corrected information can more objectively and fairly reflect the company’s financial situation and operating results, which is conducive to improving the quality of the company’s financial information. The board of directors agreed to the correction and retroactive adjustment of accounting errors.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on correction and retroactive adjustment of accounting errors in the previous period.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
11、 The proposal on Amending the articles of association was deliberated and adopted;
In accordance with the revision of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions, and in combination with the actual situation of the company, the relevant provisions of the articles of association are revised.
For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Comparison table of amendments to the articles of association and the revised articles of association.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
12、 The proposal on Amending the rules of procedure of the general meeting of shareholders and other systems was deliberated and adopted.
According to the latest revised Securities Law of the people’s Republic of China, rules for the general meeting of shareholders of listed companies, rules for independent directors of listed companies, stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions, and in combination with the actual situation of the company, the relevant systems are revised. The specific revised systems are as follows:
1. Rules of procedure of the general meeting of shareholders;
2. Rules of procedure of the board of directors;
3. Independent director system;
4. External guarantee management system;
5. Measures for the administration of raised funds;
6. Information disclosure management system;
7. Registration management system for insiders of inside information;
8. Connected transaction system;
9. Detailed rules for the work of special committees under the board of directors;
10. Management system for submission and use of external information; 11. Internal control system; 12. Internal audit system; 13. Investment management system; 14. Contract management system. See details disclosed by the company on cninfo.com.cn Relevant systems. Voting results: 11 in favor, 0 against and 0 abstention. Among them, items 1-5 shall be submitted to the general meeting of shareholders of the company for deliberation. It is hereby announced.
Gosun Holdings Co.Ltd(000971) board of directors April 26, 2002
