Securities code: Doushen(Beijing) Education&Technology Inc(300010) securities abbreviation: Doushen(Beijing) Education&Technology Inc(300010) Announcement No.: 2022012
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Announcement of resolutions of the 7th 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.
1、 Meetings of the board of directors
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") held the seventh meeting of the Fifth Board of directors in the conference room of lishchen building, building 25, yard 8, Dongbeiwang West Road, Haidian District, Beijing on April 26, 2021 by combining on-site meeting and teleconference. The meeting notice was sent to all directors by e-mail and telephone notice on April 14, 2022, All directors present at the meeting have been informed of the necessary information related to the matters discussed. Nine directors should attend the board meeting and nine actually attended the meeting. The meeting was presided over by Mr. Dou Xin, chairman of the board, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
The directors attending the meeting carefully considered and passed the following proposals:
1. The proposal on CEO's 2021 annual work report was considered and adopted
The board of directors listened to the CEO's 2021 annual work report made by Mr. Dou Xin and believed that the operation and management in 2021 had effectively implemented the resolutions of the board of directors and the general meeting of shareholders, better completed the business objectives in 2021, and made detailed planning and arrangement for the work plan in 2021 in combination with the actual situation of the company.
Voting results:
9 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the proposal on the 2021 annual work report of the board of directors
The board of directors of the company drafted the 2021 annual work report of the board of directors, which includes the overall operation of the company in 2021, the development of the daily work of the board of directors, the business summary of the company, the review of the operation in 2021, the operation and management plan in 2021, etc. The independent 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 annual general meeting of shareholders of the company.
Voting results:
9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The 2021 annual work report of the board of directors and the 2021 annual work report of independent directors were published on cninfo.com.cn on the same day as this announcement.
3. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
Voting results:
9 in favor, 0 against and 0 abstention.
The directors, supervisors and senior managers of the company signed written confirmation opinions on the 2021 annual report of the company, and the board of supervisors of the company issued review opinions.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company's 2021 annual report and the summary of the company's 2021 annual report were published on cninfo.com.cn on the same day as this announcement; The suggestive announcement on the disclosure of 2021 annual report was published in the securities times, China Securities Journal, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) on the same day as this announcement.
4. Deliberated and passed the proposal on the company's 2021 annual financial statement report
According to the company's annual financial report, the company achieved an annual operating income of 1122173 million yuan, a decrease of 19.05% over the same period last year; The net profit was -710930800 yuan, a year-on-year increase of 73.74%; The net profit attributable to the shareholders of the listed company was -59232490 yuan, an increase of 76.92% over the same period last year; The owner's equity attributable to the shareholders of the listed company was 975449 million yuan, a decrease of 87.20% over the same period last year; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -746616 million yuan, a year-on-year increase of 71.76%.
Voting results:
9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company's 2021 annual financial statement is published on cninfo.com.cn on the same day as this announcement
5. Deliberated and passed the proposal on the company's 2021 annual audit report
Voting results:
9 in favor, 0 against and 0 abstention.
The 2021 annual audit report of the company was published on cninfo.com.cn on the same day as this announcement
6. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
Voting results:
9 in favor, 0 against and 0 abstention.
Independent directors expressed independent opinions on the special report.
The audit institution Zhitong Certified Public Accountants (special general partnership) issued an assurance report on the special report. The financial consultant Huatai United Securities Co., Ltd. issued a special verification report on the special report.
The special report on the deposit and use of the company's raised funds in 2021, the assurance report issued by the audit institution and the special verification report issued by the financial consultant were published on cninfo.com.cn on the same day as this announcement.
7. The proposal on the statement of the counterparty on the realization of the performance commitment of the invested assets in 2021 was deliberated and adopted
During the purchase of assets by the company, the counterparty makes relevant commitments to the lower of the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in relevant years (hereinafter referred to as "net profit"). The 59th meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors were held on May 17, 2021. The proposal on adjusting the performance commitment of wholly-owned subsidiaries and signing supplementary agreements was considered and adopted, and the annual general meeting of shareholders was held on May 28, 2021 to consider the above proposal.
The supplementary agreement promises the performance agreed in the original agreement that "the net profit of Chinese from 2018 to 2021 will not be less than 60 million yuan, 130 million yuan, 169 million yuan and 21 million yuan respectively", Adjusted to "the net profit realized by Chinese in 2018 shall not be less than 60 million yuan, and the total audited net profit (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) from 2019 to 2021 shall not be less than 509 million yuan.
If Chinese fails to meet the cumulative committed net profit from 2019 to 2021 at the end of 2021, Fusui Zhuge chuangxiang and Fusui Zhuge Xuetang will make up the difference between the total audited actual net profit in the above period (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profit and loss, whichever is lower) and the cumulative committed net profit in cash, Dou Xin is jointly and severally liable for this.
The performance commitment of the counterparty to the assets placed by the company from 2019 to 2021 is as follows:
The audited net profits attributable to the shareholders of the parent company in 2019 and 2020 are 1467446 million yuan and 1555365 million yuan respectively. In 2019 and 2020, the audited net profits attributable to the shareholders of the parent company after deducting non recurring profits and losses were 1460597 million yuan and 1383262 million yuan respectively.
Audited by Zhitong Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 is -239314 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is -252231 million yuan respectively.
In 2019, 2020 and 2021, the total net profit attributable to the shareholders of the parent company deducting non recurring profits and losses after audit is RMB 259162800, and the cumulative committed net profit from 2019 to 2021 has not been completed.
Company name: the actual performance commitment assessed in 2021 annual performance commitment has been completed
Profit (10000 yuan)
The cumulative net profit of 20192021 shall not be less than 50900
Chinese future 2591628 not completed
Ten thousand yuan.
Due to the repeated covid-19 pneumonia epidemic in 2021, it has a great impact on the normal business development of training institutions. In addition, the release and implementation of the "double reduction" policy has strictly restricted and standardized the nature of discipline training institutions, school running licenses, employed teachers, teacher qualification certificates, training time, training content, training forms, training venues, training prices, marketing methods, financing methods and other aspects. The original Chinese training business of the company has been greatly affected.
Voting results:
9 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on remuneration of directors and senior managers
Voting results:
9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on the remuneration of directors and senior managers.
The remuneration of directors in this proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the remuneration of directors and senior managers, please refer to the announcement published on cninfo (www.cn. Info. Com. CN.) on the same day as this announcement "Section IV corporate governance, VII. Directors, supervisors and senior managers" of the company's 2021 annual report
9. The proposal on the company's 2021 annual internal control self-evaluation report was deliberated and adopted
Voting results:
9 in favor, 0 against and 0 abstention.
The independent directors gave independent opinions on the self-evaluation report on internal control of the company in 2021.
The audit institution Zhitong Certified Public Accountants (special general partnership) issued an assurance report on the evaluation report. The self evaluation report on internal control of the company in 2021, the independent opinions of independent directors and the assurance report of the audit institution were published on cninfo.com.cn on the same day as this announcement.
10. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
According to the audit of Zhitong Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was -59232492234 yuan, the net profit attributable to the shareholders of the parent company was -57062324387 yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was -74661601552 yuan. According to the company law According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (2022) and the articles of association, the company withdraws the statutory surplus reserve of 0.00 yuan according to 10% of the net profit of the parent company, plus the undistributed profit at the beginning of the year of -306266795098 yuan, the retained income carried forward from other comprehensive income of -52524308 yuan, minus the profit distribution and cash dividend of 0.00 yuan in 2021, As of December 31, 2021, the profit available to ordinary shareholders of the parent company was -365551811640 yuan.
Since listing, the company suffered its first loss in 2018. After the net profit after tax in 2021 made up for the loss, the profit available to ordinary shareholders in the parent company's statement at the end of the period was -365551811640 yuan. At the same time, affected by the "double reduction" policy and the epidemic of novel coronavirus, in order to ensure the company's normal production and operation and future development, the company decided: 2021
Voting results:
9 in favor, 0 against and 0 abstention.
The independent directors expressed their consent to the profit distribution plan for 2021.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The special instructions on no profit distribution in 2021 was published on cninfo.com.cn on the same day as this announcement.
11. Deliberated and passed the proposal on bad debt write off
In accordance with the accounting standards for business enterprises, the notice on further improving the quality of financial information disclosure of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company's financial management system, in order to truly reflect the company's financial situation, the company plans to clean up and write off some accounts receivable and other accounts receivable that have been on account for a long time and have failed to recover.
The bad debt of accounts receivable actually written off in the current period is 829226761 yuan, and other accounts receivable actually written off in the current period is 131926692 yuan, with a total of 961153453 yuan. As of December 31, 2021, the amount of bad debt reserves has been fully withdrawn 961153 yuan
