Modern Avenue Group Co.Ltd(002656)
Announcement of resolutions of the 10th meeting of the 5th 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.
Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as "the company") the 10th meeting of the 5th board of directors was held at 10:00 a.m. on April 26, 2022 in the conference room on the 16th floor, building A1, No. 23, spectrum Middle Road, Science City, Huangpu District, Guangzhou. The meeting was held in the form of a combination of on-site meeting and communication meeting. The meeting was presided over by the chairman, Mr. Lin Yichao. Seven directors should attend the meeting, seven actually attended, and Mr. Yu Peng, Ms. Qiu Shuang and Mr. Chen Kaimin attended by communication. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Modern Avenue Group Co.Ltd(002656) articles of Association (hereinafter referred to as the "articles of association") and relevant laws and regulations.
After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1、 The proposal on the company's 2021 annual work report of the board of directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
In strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and other company systems, the board of directors of the company earnestly performs the duties of the board of directors entrusted by the general meeting of shareholders and strictly implements all resolutions of the general meeting of shareholders, Carry out all work diligently and conscientiously, and actively promote the implementation of various resolutions of the board of directors. In combination with the main work in 2021, the board of directors of the company formulated the work report of the board of directors in 2021. In 2021, the company realized an operating revenue of 38522544430 yuan, a decrease of 24.75% over the same period of the previous year; The net profit attributable to the shareholders of the listed company was -2070627758 yuan, a decrease of 382.97% over the same period of the previous year, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -10620717183 yuan, a year-on-year increase of 55.46%.
Independent directors Mr. Peng Yi, Ms. Shuang Qiu and Mr. Kaimin Chen submitted their work report to the board of directors, which will be reported at the 2021 annual general meeting of shareholders.
[for details, please refer to cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Section III "management discussion and analysis" of the full text of the 2021 annual report, the 2021 annual report of independent director Yu Peng, the 2021 annual report of independent director Qiu Shuang and the 2021 annual report of independent director Chen Kaimin disclosed.]
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the company's 2021 annual general manager's work report was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The directors attending the meeting carefully listened to the 2021 general manager's work report made by Mr. Lin Yichao, the director and general manager of the company, and believed that the report objectively and truly reflected the work and achievements of the company in implementing the resolutions of the board of directors, managing production and operation, and implementing various systems of the company in 2021.
3、 The proposal on the company's 2021 annual financial statement was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
[for details, please refer to cninfo.com, the designated information disclosure media, on April 27, 2022（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of Modern Avenue Group Co.Ltd(002656) 2021.]
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
[for details, please refer to China Securities Journal, Securities Daily, securities times and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The disclosed summary of 2021 annual report (Announcement No.: 2022030) was published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Full text of 2021 annual report.]
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 The proposal on the company's profit distribution plan for 2021 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
According to the qualified audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 is -2070627758 yuan, the amount of distributable profit in this year is -4790779073 yuan, plus the total undistributed profit of previous years is -130538844380 yuan, As of December 31, 2021, the accumulated profit available for distribution to investors was -135329623453 yuan.
According to the relevant provisions of the company law and the articles of association, the company's profit distribution shall not exceed the scope of accumulated profits available for distribution and shall not damage the company's sustainable operation ability. In combination with the company's current actual operating conditions and considering the actual needs of the company's long-term development and short-term business development, the company's profit distribution plan for 2021 is as follows: no cash dividend, no bonus shares and no conversion of capital reserve into share capital in 2021. The independent directors of the company have expressed their independent opinions on this proposal.
[for details, please refer to China Securities Journal, Securities Daily, securities times and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The disclosed special instructions on the company's intention not to conduct profit distribution in 2021 (Announcement No.: 2022033) and published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors.]
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6、 The proposal on the self evaluation report on internal control in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The board of directors of the company made a self-evaluation on the effectiveness of the company's internal control as of December 31, 2021 and formed a self-evaluation report.
The independent directors of the company have expressed their independent opinions on this proposal.
[for details, please refer to cninfo.com, the designated information disclosure media, on April 27, 2022（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in Modern Avenue Group Co.Ltd(002656) 2021 and independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors]
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7、 The proposal on the application of comprehensive credit line and mutual guarantee by the company and its subordinate holding companies was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
It is agreed that the company and its subordinate holding companies intend to apply to each bank for a comprehensive credit line (including existing business) with a total scale of no more than 500 million yuan (including 500 million yuan). The total scale of the credit is not equal to the actual financing amount. The credit line actually used or the actual financing amount of each company shall be within the credit line, and the agreement actually signed between the bank and the company or its subordinate holding company shall prevail. Within the credit line, the company and its subordinate holding companies provide mutual guarantees according to the actual needs, not limited to the guarantee of the company to its holding subsidiaries and its holding subsidiaries to its holding subsidiaries, with a total guarantee amount of no more than 500 million yuan (including 500 million yuan). Each company can choose the bank that is most beneficial to the company and its subordinate holding companies according to the specific credit or guarantee conditions, and replace the used credit line or guarantee line between the date of deliberation and approval of the 2021 annual general meeting of shareholders and the date of holding the 2022 annual general meeting of shareholders, so as to ensure that the total scale of comprehensive credit after replacement does not exceed 500 million yuan (including 500 million yuan) and the total amount of guarantee does not exceed 500 million yuan (including 500 million yuan).
The independent directors of the company have expressed their independent opinions on this proposal.
[for details, please refer to China Securities Journal, Securities Daily, securities times and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The announcement on the application for comprehensive credit line and mutual guarantee by the company and its subordinate holding companies (Announcement No.: 2021034) was published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors.]
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on Authorizing the company and its subordinate holding companies to use their own funds that are idle at different stages for entrusted financial management was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
It is agreed that the company will use its own funds temporarily idle to purchase financial products with high safety, good liquidity and low risk, with a maximum amount of no more than 1 billion yuan, and the funds can be used in a circular and rolling manner on the premise of ensuring the safety of funds, legal and compliance of operation and ensuring that its daily operation will not be affected. The authorization period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, And authorize the management of the company and its subordinate holding companies to make decisions and sign relevant contracts within the limit.
The independent directors of the company have expressed their independent opinions on this proposal.
[for details, please refer to China Securities Journal, Securities Daily, securities times and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The announcement on Authorizing the company and its subsidiary holding companies to use their own funds to entrust wealth management (Announcement No.: 2022035) was published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors.]
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on appointing the head of the company's internal audit department was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
Agree to appoint Ms. Chen Yan as the head of the internal audit department. Her term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the term of office of the Fifth Board of directors.
[for details, please refer to China Securities Journal, Securities Daily, securities times and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）Announcement on the appointment of the head of the company's internal audit department (Announcement No.: 2022038).]
10、 The proposal on the special audit report on the summary of non operating fund occupation and other related fund transactions of related parties was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued a special explanation to the summary of capital occupation of controlling shareholders and other related parties in 2021 prepared by the company.
Independent directors have expressed their independent opinions on this proposal.
[for details, please refer to cninfo.com, the designated information disclosure media, on April 27, 2022（ http://www.cn.info.com.cn. ）Special notes on the occupation of funds of listed companies by controlling shareholders and other related parties and independent opinions of independent directors on relevant matters of the 10th meeting of the Fifth Board of directors disclosed.]
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on special instructions on the occupation and liquidation of non operating funds of related parties and the lifting of illegal guarantees was considered and adopted.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued special instructions on the 2021 statement of non operating capital occupation and repayment of major shareholders and their subsidiaries and the 2021 statement of illegal guarantee and cancellation of the company prepared by the company.
[for details, please refer to cninfo.com, the designated information disclosure media, on April 27, 2022（ http://www.cn.info.com.cn. ）Disclosed special notes on the occupation and liquidation of non operating funds of related parties and the cancellation of illegal guarantees, and independent opinions of independent directors on relevant matters of the 10th meeting of the Fifth Board of directors.]
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12、 The proposal on the remuneration of senior managers of the company in 2021 was adopted by 4 votes in favor, 0 against, 0 abstention and 3 evasion.
Mr. Lin Yichao, Ms. Weng Wenfang and Mr. Wei Yong, who are also senior managers of the company, avoided voting on the proposal, and the independent directors of the company expressed independent opinions on the proposal.
[for details, please refer to China Securities Journal, Securities Daily, securities times and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）The disclosed announcement on the remuneration of senior managers of the company in 2021 (Announcement No.: 2022036) was published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors.]
