Securities code: Gosun Holdings Co.Ltd(000971) securities abbreviation: St Gaosheng Announcement No.: 202227 Gosun Holdings Co.Ltd(000971)
Announcement of resolutions of the second meeting of the 10th board of supervisors
The company and all members of the board of supervisors 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 second meeting of the 10th board of supervisors was notified to all supervisors by e-mail on April 15, 2022 and held by means of communication voting on the afternoon of Monday, April 25, 2022. There are 3 supervisors who should vote at the meeting and 3 supervisors who actually vote. The meeting was presided over by Mr. Deng Jie, chairman of the board of supervisors. 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 passed at the meeting:
1、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted;
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report by the board of directors comply with the provisions of laws and administrative regulations. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
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: 3 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 supervisors 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 supervisors and relevant laws and regulations, the board of supervisors of the company has earnestly performed its supervision duties and exercised its supervision and inspection functions on the company’s legal operation, financial management and related party transactions. The board of supervisors of the company has played its due role in safeguarding the overall interests of the company, the legitimate rights and interests of shareholders and establishing and perfecting the corporate governance structure. The board of supervisors believes that the directors and senior managers of the company can fulfill their duties, earnestly implement the resolutions of the board of directors and the general meeting of shareholders, and do not violate laws and regulations, the articles of association or damage the interests of the company.
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 supervisors in 2021.
Voting results: 3 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 review, the company’s financial statement for 2021 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 The company’s 2021 annual financial statement report.
Voting results: 3 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;
After examination, the board of supervisors held that: 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. Therefore, the board of supervisors agreed that the company would not convert the accumulation fund into share capital, give bonus shares or pay cash dividends in 2021.
Voting results: 3 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 the company’s 2021 annual internal control evaluation report was reviewed and passed;
It reflects the internal control of the company. The company’s internal control system is sound and can be effectively implemented, in line with 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: 3 in favor, 0 against and 0 abstention.
6、 The proposal on the special report on the deposit and actual use of raised funds in 2021 was reviewed and approved;
After review, the board of supervisors held that in 2021, the company managed the special account of raised funds in strict accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s measures for the administration 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: 3 in favor, 0 against and 0 abstention.
7、 The proposal on the provision for asset impairment in 2021 was reviewed and approved;
According to the audit, in 2021, the company made provision for asset impairment in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, adhered to prudent and prudent accounting principles, which is in line with the actual situation of the company. After the provision for impairment of long-term assets such as goodwill is made, it can more fairly reflect the asset status, financial status and operating results of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, The decision-making procedure of the company’s board of directors on this proposal complies with the relevant provisions of relevant laws and regulations, and agrees to withdraw the provision for impairment of long-term assets such as goodwill this time.
For details, see the announcement on the provision for impairment of long-term assets such as goodwill in 2021 published by the company on the designated information disclosure media on the same day.
Voting results: 3 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;
After review, the board of supervisors believes that the special instructions of the board of directors comply with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and relevant laws and regulations, and truthfully reflect the illegal guarantee and occupation of funds by the controlling shareholders and other related parties of the company.
The board of supervisors will further strengthen the supervision of the company’s internal control, urge related parties to remove the occupation of the company’s funds, standardize the company’s external guarantee and fund use management, and prevent similar situations from happening again.
Voting results: 3 in favor, 0 against and 0 abstention.
9、 Deliberated and adopted the opinions of the board of supervisors on 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 Opinions of the board of supervisors on the special notes of the board of directors on matters involved in the audit report with qualified opinions in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
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 can be more objective Accurately reflect the company’s financial situation and operating results. The deliberation and voting procedures of the board of directors on the correction of accounting errors comply with the relevant provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders. The board of supervisors agreed to the correction and retroactive adjustment of accounting errors of the company.
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: 3 in favor, 0 against and 0 abstention.
11、 The proposal on Amending the rules of procedure of the board of supervisors was deliberated and adopted.
According to the newly revised self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, stock listing rules of Shenzhen Stock Exchange and other relevant provisions, combined with the actual situation of the company, the company plans to revise the relevant provisions of the current rules of procedure of the board of supervisors.
For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Rules of procedure of the board of supervisors.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal 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 supervisors April 26, 2002
