Securities code: Western Regions Tourism Development Co.Ltd(300859) securities abbreviation: ST Xiyu Announcement No.: 2022010 Western Regions Tourism Development Co.Ltd(300859)
Announcement of resolutions of the 9th meeting of the 6th 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
Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “the company”) the notice of the ninth meeting of the sixth board of directors has been sent by mail, telephone, written and other means on April 16, 2022. The meeting was held at 12 a.m. on April 26, 2022 in the conference room on the fourth floor of the company in the form of combination of on-site voting and communication voting. 9 directors should attend the meeting, and 9 directors actually attended the meeting, including independent director Xiao Jianfeng, Director Su Mingbo and director he Xingyu. The meeting was convened and presided over by Mr. Zhu Shengchun, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the articles of association, the rules of procedure of the board of directors and other relevant provisions, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the work report of the general manager in 2021
The general manager of the company reported the production and operation of the company in 2021 to the board of directors. The board of directors listened carefully to the report of the general manager, considered that the management of the company in 2021 effectively implemented the resolutions of the board of directors and the general meeting of shareholders, and unanimously agreed on the work report of the general manager of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, all directors were responsible and diligent. The board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with laws, regulations and the articles of association, earnestly performed their duties and constantly standardized corporate governance.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Report on the work of the board of directors in 2021.
Mr. Xiao Jianfeng, Mr. Li Gang and Mr. Wen Xiaojun, the independent directors of the sixth 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 annual general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation by the directors attending the meeting, it is agreed that 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 cninfo.com on the same day（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021 on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and adopted the proposal on the full text and summary of the 2021 Annual Report
The preparation and review procedures of the company’s 2021 annual report and its abstract comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Annual report 2021 and its summary.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
The self-evaluation report on internal control in 2021 is in line with the actual situation of the company. The company’s internal control system can be effectively implemented to ensure the realization of internal control objectives.
Lixin Certified Public Accountants (special general partnership) issued the internal control assurance report and believed that Xiyu tourism maintained effective internal control related to financial statements in all major aspects on December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant regulations.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
The independent directors and the sponsor of the company respectively expressed their consent to the proposal, and Lixin Certified Public Accountants (special general partnership) issued the internal control assurance report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and passed. The company used the raised funds in strict accordance with the provisions and requirements of the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM and other relevant laws and regulations, and performed the relevant information disclosure obligations in a true, accurate, complete and timely manner, There is no illegal use of the raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021.
The independent directors and the sponsor of the company respectively expressed their consent to the proposal, and Lixin Certified Public Accountants (special general partnership) issued the assurance report of the special report on the annual storage and use of raised funds in 2021.
7. The proposal on 2021 profit distribution plan was deliberated and adopted
The board of directors of the company has drawn up the profit distribution plan for 2021 as follows: Taking the total share capital of the company as 155000000 shares on December 31, 2021 as the base, distribute cash dividends of 1 yuan (tax included) for every 10 shares to all shareholders, with a total distribution of 1550000000 yuan (tax included); No bonus shares will be given, no capital reserve will be converted into share capital, and undistributed profits will be retained to meet the company’s production, operation and investment needs and distribution in future years.
The board of Directors believes that the profit distribution plan considers that the company is in the development stage, combined with the company’s profitability and industry conditions, takes into account the immediate and long-term interests of shareholders on the premise of conforming to the profit distribution principle and ensuring the normal operation and long-term development of the company, and complies with the relevant provisions on profit distribution in the company law and the articles of association, It is agreed to submit the proposal on profit distribution plan for 2021 to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the company’s profit distribution plan for 2021 on.
The independent directors of the company expressed their independent opinions on the above proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on the appointment of senior managers of the company
Upon the nomination of the general manager of the company and the review of the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Ding Feng as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the appointment of senior managers. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the appointment of senior managers of the company.
9. The proposal on changing the business scope and amending the articles of association was deliberated and adopted
In combination with the actual situation of the company, the company plans to revise the business scope change and the articles of association, and submit to the general meeting of shareholders to authorize the management to handle the industrial and commercial change registration within the scope allowed by relevant laws and regulations. The final revision of the articles of association shall be subject to the approval of the administrative examination and approval department.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The announcement on changing the business scope and amending the articles of association and the revised articles of association. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and needs to be approved by more than two-thirds of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
10. The proposal on closing some investment projects with raised funds, permanently replenishing working capital with surplus funds and delaying some investment projects with raised funds was deliberated and adopted
After deliberation, the board of directors agreed that the company would extend the construction period of the “inter district car reconstruction project of Tianshan Tianchi scenic spot” from December 31, 2021 to December 31, 2022 without changing the implementation subject, purpose and scale of the raised funds, The deadline for the construction of “Tianchi Tourist Service Center reconstruction and expansion project” and “Denggan mountain tourist service project in Tianchi scenic spot” will be extended from December 31, 2022 to December 31, 2024. It is agreed that the company will settle the “bank loan repayment project” and permanently supplement the working capital with the surplus raised funds.
The independent directors of the company expressed their independent opinions on the proposal, and the company’s sponsor Sinolink Securities Co.Ltd(600109) issued special verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on closing of some investment projects with raised funds, permanent supplement of working capital with surplus funds and extension of some investment projects with raised funds.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberated and adopted the proposal on the management system of external donations
After deliberation, the board of directors agreed to the management system of external donation formulated by the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The management system for external donations.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on applying for cancellation of delisting risk warning for the company’s stock trading was reviewed and approved. After deliberation, the directors attending the meeting agreed to the proposal on applying for cancellation of delisting risk warning for the company’s stock trading. The board of Directors believes that after the audit report of the company in 2021 (xksbz [2022] No. za11628) and the special verification opinions on the deduction of operating income in 2021 (xksbz [2022] No. za11631) issued by Lixin Certified Public Accountants (special general partnership), The report shows that the company’s operation in 2021 does not have any situation specified in Items 1 to 4, paragraph 1, article 10.3.10 of the rules for listing shares on the gem of Shenzhen Stock Exchange (revised in December 2020), and the company does not have other situations requiring delisting risk warning or other risk warning specified in the rules for listing shares on the gem of Shenzhen Stock Exchange (revised in December 2020), The company meets the conditions for revoking the delisting risk warning.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on applying for cancellation of delisting risk warning for company stock trading.
13. Deliberated and passed the proposal on absorbing and merging wholly-owned subsidiaries
In order to further optimize the management structure of the company, reduce the equity level and improve the operation and management efficiency, it is agreed that the company will absorb and merge the wholly-owned subsidiary Xinjiang yaochi tourism and Transportation Co., Ltd.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on absorption and merger of wholly owned subsidiaries.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. Deliberated and passed the proposal on foreign investment in the establishment of holding subsidiaries
In order to better grasp the development trend of digital transformation of tourism industry and deeply tap the destination online tourism service market, based on the common cooperative business philosophy, respective brand influence and complementary advantages of resources, The company plans to jointly invest with Shanghai Jingyu Intelligent Technology Co., Ltd. (hereinafter referred to as “Shanghai Jingyu”) to establish a holding subsidiary Xinjiang Xiyu Intelligent Cloud Technology Co., Ltd. (tentative name, specific name shall be subject to the approval of the competent administrative authority for Industry and Commerce). The registered capital of the subsidiary is 15 million yuan, of which the company contributes 10.5 million yuan with its own capital, accounting for 70% of the registered capital; Shanghai Jingyu invested 4.5 million yuan, accounting for 30% of the registered capital. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on foreign investment in the establishment of holding subsidiaries.
Voting results: 9 in favor, 0 against and 0 abstention.
15. Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
The board of directors will hold the 2021 annual general meeting of shareholders in the conference room on the fourth floor of the company by combining on-site voting and online voting at 15:00 p.m. on May 20, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders.
3、 Documents for future reference
1. Resolution of the 9th meeting of the 6th board of directors
