Securities code: Easy Visible Supply Chain Management Co.Ltd(600093) securities abbreviation: ST easy to see Announcement No.: 2022035 Easy Visible Supply Chain Management Co.Ltd(600093)
Announcement of resolutions of the 33rd meeting of the 8th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important risk tips:
The audited ending net assets of the company in 2020 are negative, the financial and accounting report has been issued with an audit report that cannot express opinions, and the company's shares have been warned of delisting risk. The company has disclosed the annual report of the company in 2021. The net assets of the Company attributable to the listed company at the end of 2021 are -4971656800 yuan. Dahua Certified Public Accountants issued an audit report on the annual report of the company in 2021, and the company's shares are subject to financial compulsory delisting and face termination of listing. The trading of the company's shares will be suspended from the date of disclosure of the annual report.
On April 19, 2022, the company received the notice issued by the CSRC. The suspected illegal facts of the company are: there are false records and major omissions in the periodic reports from 2015 to 2020; Failed to disclose the 2020 annual report on schedule. The company preliminarily judged that the illegal acts involved in the company in the notice received this time may touch the major illegal compulsory delisting situations stipulated in the rules such as the Listing Rules of Shanghai Stock Exchange. The final facts shall be subject to the conclusion of the decision on administrative punishment issued by the CSRC.
The closing price of the company's shares on April 26, 2022 is 0.78 yuan / share, which is lower than 1 yuan. The company's shares may touch the situation of compulsory delisting of trading.
Easy Visible Supply Chain Management Co.Ltd(600093) (hereinafter referred to as "the company") the 33rd meeting of the 8th board of directors was held by means of on-site combined communication from April 25 to 26, 2022, with 9 directors attending the meeting and 9 actual directors. The convening of the meeting complies with the relevant provisions of the articles of association and the company law. This meeting: 1. The proposal on correction of accounting errors in the early stage of the company was deliberated and adopted;
For details, please refer to the announcement on the correction of accounting errors in the previous period of the company (Announcement No.: 2022037) disclosed on the same day as this announcement.
At present, the company has not obtained the special assurance report issued by the accounting firm on this correction
According to the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information, the company will complete the disclosure of the corrected financial statements, notes to financial statements and the special assurance report issued by the accounting firm on this rectification within two months from the date of promulgation of this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on the provision for asset impairment and credit impairment in 2021 was reviewed and approved; For details, please refer to the announcement on the provision for asset impairment and credit impairment in 2021 (Announcement No.: 2022039) disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Deliberated and passed the proposal on adjusting the penalty interest payable to the asset management plan of Yunnan Dianzhong Venture Capital Co., Ltd;
For details, see the announcement on adjusting the penalty interest payable to the asset management plan of Yunnan Dianzhong Venture Capital Co., Ltd. (Announcement No.: 2022040) disclosed on the same day as this announcement.
Su Lijun, the affiliated director of this proposal, has avoided voting and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Su Lijun, a related director, believes that the matters involving the penalty interest are from the relevant contracts of the asset management plan, and the company should strictly implement the agreement on the calculation of the penalty interest in the relevant asset management plan. The judgment made by the relevant law firm cannot be used as the legal basis for the listed company to reduce the penalty interest, and the basis for adjusting the penalty interest payable in the asset management plan is insufficient, As a member of the board of directors appointed to the company by Yunnan Dianzhong Industrial Development Group Co., Ltd., I do not approve of the reduction of the default interest of the asset management plan.
There were 0 affirmative votes and 8 abstention votes.
4、 Reviewed and approved the company's 2021 annual financial statement report;
For details, see the company's 2021 annual financial statement disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 Deliberated and passed the proposal on the outstanding losses reaching one third of the total paid in share capital;
For details, please refer to the announcement on uncovered losses reaching one third of the total paid in share capital (Announcement No.: 2022041) disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 Deliberated and adopted the work report of the board of directors of the company in 2021;
For details, please refer to the work report of the board of directors in 2021 disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 Reviewed and approved the 2021 annual performance report of the audit committee of the board of directors of the company;
For details, see the 2021 annual performance report of the audit committee of the board of directors disclosed on the same day as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
8、 Reviewed and approved the 2021 annual report on work of independent directors of the company;
For details, see the 2021 annual work report of independent directors of the company disclosed on the same day as this announcement.
This proposal is to be heard at the 2021 annual general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
9、 The annual report of the company in 2021 and its summary were reviewed and adopted;
See the company's 2021 annual report and its abstract disclosed on the same day as this announcement for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 The proposal on no profit distribution of the company in 2021 was deliberated and passed;
Audited by Dahua certified public accountants, the company's net profit attributable to the owners of Listed Companies in 2021 was -713685800 yuan, and the parent company realized a net profit of -1026486 million yuan.
According to the relevant provisions of the articles of association, after deducting 10% of the net profit realized by the parent company, the statutory surplus reserve is RMB 10000, plus the undistributed profit at the beginning of the year is RMB -9660229700, the distributable profit in the current year is RMB -10373915500.
According to the company law of the people's Republic of China and the guidelines for the supervision of listed companies No. 3 of the CSRC——
Based on the current operating conditions, financial conditions, capital needs and future development layout of the company, the following arrangements are made for profit distribution according to the relevant provisions of the cash dividends of listed companies and the articles of association:
Due to the negative accumulated undistributed profits of the parent company, in order to ensure the normal operation and sustainable development of the company, the board of directors of the company proposed a profit distribution plan for 2021: in 2021, the company plans not to distribute profits, nor to convert capital reserve into share capital or other forms of distribution.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
11、 The proposal on the company's external guarantee in 2022 was deliberated and adopted;
For details, see the announcement on the company's external guarantee in 2022 (Announcement No.: 2022042) disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
12、 The proposal on comprehensive credit line of financial institutions in 2022 was reviewed and approved;
For details, see the announcement on applying for comprehensive credit line in 2022 from banks and other financial institutions (Announcement No.: 2022043) disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
13、 The proposal on the 2022 annual remuneration and allowance plan of the company's directors was reviewed and approved;
The remuneration of the company's directors in 2021 is detailed in Section IV "directors, supervisors and senior managers" of the company's annual report 2021.
In accordance with the articles of association, the measures for the management of the remuneration of directors, supervisors and senior managers, the detailed rules for the implementation of the remuneration and assessment committee of the board of directors and other relevant provisions, the remuneration plan for directors in 2022 is as follows:
1、 The annual allowance standard of the company's independent directors in 2022 is RMB 13780000 per person per year before tax. 2、 Mr. Shi Shun, the director and President of the company, receives remuneration in the company as a senior manager, while other non Independent Directors receive remuneration in related party units rather than in the company.
All directors of this proposal withdraw from voting and need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 14、 The proposal on the 2022 annual salary plan for senior managers of the company was reviewed and approved;
The remuneration of the company's senior managers in 2021 is detailed in Section IV "directors, supervisors and senior managers" of the company's annual report 2021.
In accordance with the articles of association, the measures for the administration of the remuneration of directors, supervisors and senior managers, the detailed rules for the implementation of the remuneration and assessment committee of the board of directors and other relevant provisions, in combination with the actual production and operation of the company and the market under macroeconomic conditions, and with reference to the remuneration level of Listed Companies in relevant industries, formulate a reasonable and market-oriented remuneration plan for senior managers. According to the objectives and responsibilities of the senior managers in charge of the work and the realization of the annual operation and management objectives, the salary evaluation committee of the board of directors shall put forward the performance payment plan according to the annual evaluation results.
Mr. Shi Shun, a director of the company, will receive remuneration in the company as a senior manager, and Mr. Shi Shun, a related director of this proposal, abstained from voting.
There were 0 affirmative votes and 8 abstention votes.
15、 Deliberated and adopted the "14th five year plan" development strategic plan of Yijian Co., Ltd;
The 14th five year development strategic plan aims at the problems existing in the early stage of the company, such as weak business foundation, prominent problems left over by history, lack of effective business model, low marketization of scientific and technological patent achievements and weak marketization personnel. During the 14th Five Year Plan period, the company will focus on the main business and industry, with the mission of "making transactions open and fair and making data credible and visible", With the vision of "developing into a leading enterprise and industry leader in the safe development of regional industrial chain supply chain", adhering to the values of "honesty, openness, innovation and dedication", actively integrate into the development pattern of Yunnan Province, deeply integrate into the new development pattern of "China's big cycle as the main body and China's international double cycles promote each other", and take the lead in serving the high-quality development of industrial chain supply chain in Yunnan Province, Gradually promote the safe development of the regional industrial chain supply chain, improve the operation efficiency of the supply chain, reduce the operation cost, focus on the industrial chain supply chain scientific and technological innovation, industrial chain supply chain financial services, industrial chain supply chain investment and other fields, and form the company's regional industrial chain supply chain core competitiveness.
Voting results: 9 in favor, 0 against and 0 abstention.
16、 Deliberated and adopted the special note on delisting;
For details, please refer to the company's special instructions on delisting disclosed on the same day as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
17、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
The company is scheduled to hold the 2021 annual general meeting of shareholders on Tuesday, May 17, 2022. For details, see the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022044) disclosed on the same day as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
18、 Deliberated and adopted the special note of the board of directors on the audit report without expressing opinions;
For details, please refer to the special instructions of the board of directors on the audit report that cannot express opinions disclosed on the same day as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
19、 Reviewed and approved the 2021 annual internal control evaluation report of the company;
For details, see the company's 2021 internal control evaluation report disclosed on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
20、 Deliberated and adopted the special note of the board of directors on the audit report on internal control with negative opinions;
For details, see the special instructions of the board of directors on the audit report on internal control with negative opinions disclosed on the same day as this announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
21、 Reviewed and approved the company's report for the first quarter of 2022 and its text;
For details, please refer to the company's report for the first quarter of 2022 and its text disclosed on the same day as this announcement. Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Easy to see supply chain management
