Securities code: Palm Eco-Town Development Co.Ltd(002431) securities abbreviation: Palm Eco-Town Development Co.Ltd(002431) Announcement No.: 2022033 Palm Eco-Town Development Co.Ltd(002431)
Announcement of resolutions of the 42nd 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.
Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as "the company") the notice of the 42nd meeting of the 5th board of directors was sent in the form of written, telephone and e-mail on April 19, 2022. The meeting was held at 10:00 a.m. on April 25, 2022 by means of on-site combined communication (video conference). There were 11 directors who should attend the meeting and 11 actual directors, including company directors Li Xu, Li Songyu, Tang Qun and Wang Haigang, and independent directors Liu Jinquan, Hu Zhiyong, Li Qiming and Zeng Yan attended the meeting by means of communication voting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice, convening, convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association. The meeting is presided over by Chairman Wang gengchao. The following resolutions are adopted by the voting of the directors attending the meeting:
1、 Deliberated and adopted the 2021 general manager's work report
Voting: 11 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the work report of the board of directors in 2021
Voting: 11 in favor, 0 against and 0 abstention.
The detailed contents of the work report of the board of directors in 2021 are published on the company's designated information disclosure website cninfo.com.cn Section III "management discussion and analysis" of the full text of the company's 2021 annual report.
In 2021, independent directors Mr. Hu Zhiyong, Mr. Zeng Yan, Mr. Li Qiming and Mr. Liu Jinquan submitted the 2021 annual report of independent directors to the board of directors, and the independent directors will make a report to the shareholders at the 2021 annual general meeting of the company. For details of the 2021 annual report of independent directors, please refer to the company's designated information disclosure website cninfo.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The full text and summary of the 2021 annual report were considered and adopted
Voting: 11 in favor, 0 against and 0 abstention.
The full text and abstract of the company's 2021 annual report are detailed in the company's designated information disclosure website cninfo.com.cn, The summary of the company's 2021 annual report is published in the designated information disclosure media of the company, China Securities Journal, securities times and cninfo.com (www.cn. Info. Com. CN). 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 financial final accounts report of 2021
Voting: 11 in favor, 0 against and 0 abstention.
According to the audit of Lixin Certified Public Accountants (special general partnership), in 2021, the company achieved an operating revenue of 4045893500 yuan, a year-on-year decrease of 16.08%, and the net profit attributable to the shareholders of the listed company was -754098500 yuan, a year-on-year decrease of 180448%; The total assets were 176817274 million yuan, a year-on-year increase of 7.46%; The net assets attributable to shareholders of listed companies were 3800568000 yuan, a year-on-year decrease of 16.67%. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on 2021 profit distribution plan was deliberated and adopted
Voting: 11 in favor, 0 against and 0 abstention.
According to the Palm Eco-Town Development Co.Ltd(002431) audit report issued by Lixin Certified Public Accountants (special general partnership), the parent company realized a net profit of -38052499618 yuan in 2021, plus the undistributed profit of 54273775184 yuan at the beginning of the year. By the end of 2021, the profit available for distribution to the shareholders of the parent company was 16221275566 yuan, and the profit available for distribution in the consolidated statement was -21804472603 yuan.
According to the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2022] No. 3) and the articles of association of the company issued by the China Securities Regulatory Commission, in view of the negative net profit of the parent company in 2021 and in combination with the needs of the company's operation and development in 2022, in line with the profit distribution policy On the premise of ensuring the normal operation and long-term development of the company, the profit distribution plan of the company in 2021 is as follows: in 2021, it is planned not to distribute cash dividends, bonus shares or increase share capital with accumulation fund.
The independent directors of the company gave clear consent to the profit distribution plan. See http://www.cn.info.com.cn for the independent opinions of independent directors on related matters, See China Securities Journal, securities times and http://www.cn.info.com.cn.cn, the designated information disclosure media of the company, for details of the special instructions on no profit distribution in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and adopted the self-evaluation report on internal control in 2021
Voting: 11 in favor, 0 against and 0 abstention.
For details of the self-evaluation report on internal control in 2021, the independent opinions of independent directors on relevant matters, and the verification opinions on the self-evaluation report on internal control in Palm Eco-Town Development Co.Ltd(002431) 2021 issued by the sponsor Central China Securities Co.Ltd(601375) see the company's designated information disclosure website http://www.cn.info.com.cn.
7、 The 2021 annual social responsibility report of the company was reviewed and adopted
Voting: 11 in favor, 0 against and 0 abstention.
For details of the company's 2021 annual social responsibility report, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
8、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
Voting: 11 in favor, 0 against and 0 abstention.
The company's special report on the deposit and use of raised funds in 2021 is detailed in the information disclosure media designated by the company, China Securities News, securities times and cninfo.com (www.cn. Info. Com. CN).
For details of the information disclosure and the use of funds raised by the company's independent certified public accountants, please refer to the annual report on the deposit and use of funds raised by the independent certified public accountants.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Deliberation and approval of the proposal on the provision for credit impairment and asset impairment in 2021: 11 votes in favor, 0 against and 0 abstention.
Based on the principle of prudence, the company analyzes the assets within the scope of the consolidated statements and withdraws the corresponding impairment reserves for the assets with signs of impairment.
The board of Directors believes that the provision for credit impairment and asset impairment in 2021 is made in accordance with the accounting standards for business enterprises and other relevant regulations, in line with the principle of prudence and with sufficient basis. After the provision for impairment is made, the financial statements of 2021 can more fairly reflect the company's financial status, asset value and operating performance of 2021 as of December 31, 2021, making the company's accounting information more authentic, reliable and reasonable. Therefore, it is agreed to make the provision for asset impairment this time.
For details of the announcement on the provision for credit impairment and asset impairment in 2021, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company, See http://www.cn.info.com.cn for the independent opinions of independent directors on related matters. 10、 The proposal on applying for loan limit and related party transactions from related parties was deliberated and adopted
Voting: 7 in favor, 0 against and 0 abstention. This proposal involves related party transactions, and related directors Wang gengchao, Zhang Qiya, Hou Jie and Li Xu evaded the voting of this proposal.
In order to better promote the business development of the company, the company plans to apply to Zhongyuan Yuzi Investment Holding Group Co., Ltd. or its subsidiaries for a loan limit of no more than RMB 2 million. The loan limit will be effective within 12 months from the date of deliberation and approval of relevant proposals by the general meeting of shareholders. The company can apply for use according to actual needs within the specified period, and the loan amount can be recycled within the validity period within the total limit; And authorize the company's operation and management to be specifically responsible for the implementation of this transaction.
Since Wang gengchao, chairman of the board of directors, Hou Jie, Li Xu and Zhang Qiya are all directors appointed to the company by the related party Zhongyuan Yuzi Investment Holding Group Co., Ltd., the related directors Wang gengchao, Hou Jie, Li Xu and Zhang Qiya avoided voting on the proposal.
For details of the announcement on applying for loan limit and related party transactions from related parties, please refer to China Securities Journal, securities times and cninfo.com (www.cn. Info. Com. CN), the designated information disclosure media of the company, See http://www.cn.info.com.cn for details of the opinions of independent directors on prior approval of related matters, the independent opinions of independent directors on related matters, and the opinions of Central China Securities Co.Ltd(601375) on the verification of Palm Eco-Town Development Co.Ltd(002431) applying for loan limit and related transactions from related parties.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting: 7 in favor, 0 against and 0 abstention. This proposal involves related party transactions, and related directors Wang gengchao, Zhang Qiya, Hou Jie and Li Xu evaded the voting of this proposal.
In order to standardize the company's business behavior and protect the legitimate rights and interests of the company and its shareholders, according to the regulations, the company has predicted the daily related party transactions with the controlling shareholder Henan Yuzi affordable housing management and Operation Co., Ltd. and its related parties in 2022.
Since Wang gengchao, chairman of the board of directors, Hou Jie, Li Xu and Zhang Qiya are the directors appointed to the company by Zhongyuan Yuzi Investment Holding Group Co., Ltd., the related parties of the company's controlling shareholders, Wang gengchao, Hou Jie, Li Xu and Zhang Qiya, the related directors, evaded the voting on the proposal.
For details of the announcement on the forecast of daily connected transactions in 2022, please refer to China Securities Journal, securities times and cninfo.com (www.cn. Info. Com. CN), the designated information disclosure media of the company, See http://www.cn.info.com.cn. For details of the opinions of independent directors on prior approval of related matters, the independent opinions of independent directors on related matters, and the opinions of Central China Securities Co.Ltd(601375) on the verification of Palm Eco-Town Development Co.Ltd(002431) 2022 annual forecast of daily connected transactions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Deliberated and passed the proposal on adjusting the company's organizational structure
Voting: 11 in favor, 0 against and 0 abstention.
Combined with the company's operation and future development strategy, in order to further improve the corporate governance ability, the company decided to further improve and optimize the management function of the headquarters, in order to better improve the management efficiency and enhance the overall competitiveness of the company.
After adjustment, the first level departments of the company include: Construction Investment Management Center, construction operation management center, engineering technology management center, ecological science and Technology Research Institute, investment management center, ecological town business center, audit and supervision center, financial management center, risk control and legal department, securities department, comprehensive management center, information management department, asset management department and special clearing Office (temporary institution).
See Annex 1 for the adjusted primary organization chart of the company.
13、 The proposal on Revising the management system for providing financial assistance to foreign countries was deliberated and adopted
Voting: 11 in favor, 0 against and 0 abstention.
See Annex 2 for the comparison table before and after revision.
The revised management system for external financial assistance is detailed in cninfo.com.
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 Amending the articles of Association
Voting: 11 in favor, 0 against and 0 abstention.
See Annex 3 for the comparison table before and after revision.
For the revised articles of association, please refer to http://www.cn.info.com.cn.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and passed by special resolution.
15、 The proposal on Amending the investor relations management system was deliberated and adopted
See Annex 4 for the comparison table before and after revision.
The revised investor relations management system is detailed in http://www.cn.info.com.cn. 16、 The proposal on formulating the measures for the administration of external donations was deliberated and adopted
Voting: 11 in favor, 0 against and 0 abstention.
In order to better fulfill the company's social responsibility, further standardize the company's external donation behavior, effectively publicize and enhance the company's brand and corporate image, strengthen the supervision and management of state-owned assets, and strengthen the company's external donation
