Securities code: Palm Eco-Town Development Co.Ltd(002431) securities abbreviation: Palm Eco-Town Development Co.Ltd(002431) Announcement No.: 2022034 Palm Eco-Town Development Co.Ltd(002431)
Announcement on the resolutions of the 17th meeting of the 5th board of supervisors
The company and all members of the board of supervisors 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 17th meeting of the 5th board of supervisors was sent in the form of written, telephone and e-mail on April 19, 2022. The meeting was held by means of communication (video conference) at 12:00 noon on April 25, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The notice, convening, convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association. Lei Dong, chairman of the board of supervisors, presided over the meeting. The following resolutions were adopted by the voting of the participating supervisors:
1、 Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention
For details of the work report of the board of supervisors in 2021, see http://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.
2、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 3 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、 The full text and summary of the 2021 annual report were considered and adopted
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report by the board of directors 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, and there are no false records, misleading statements or major omissions.
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 self-evaluation report on internal control in 2021
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors carefully reviewed the company’s self-evaluation report on internal control in 2021 and held that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual business needs of the company, plays a good role in risk prevention and control of the company’s production and operation management, and ensures the normal development of the company’s production and operation and the safety and integrity of assets. The self evaluation report on internal control of the company in 2021 comprehensively, truly, accurately and objectively reflects the actual situation of the company’s internal control, and the board of supervisors has no objection to the evaluation report.
See cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website, for details of the 2021 internal control self-evaluation report.
5、 The proposal on the profit distribution plan for 2021 was deliberated and adopted.
Voting results: 3 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.
After review, we believe that the profit distribution plan has legitimacy, compliance and rationality, and complies with the provisions of the articles of association and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies. We agree with the profit distribution plan.
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、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors believes that the special report on the deposit and use of raised funds in 2021 prepared by the board of directors complies with the provisions of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and relevant format guidelines, and truthfully reflects the actual deposit and use of raised funds in 2021. The use and supervision of the company’s raised funds in 2021 were well implemented, and there was no failure to disclose the use of the raised funds in a timely, true, accurate and complete manner, and there was no violation in the management of the raised funds.
For details of the special report on the deposit and use of raised funds in 2021, please refer to China Securities News, securities times and cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the company. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Deliberation and approval of the proposal on the provision for credit impairment and asset impairment in 2021: 3 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors held that: Based on the principle of prudence, the company has analyzed the assets within the scope of the consolidated statements and made corresponding impairment provision for the assets with signs of impairment, which is fully based, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, and can more fairly reflect the asset status and operating results of the company, It is agreed that the company will withdraw the provision for credit impairment and asset impairment in 2021.
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 http://www.cn.info.com.cn. 8、 The proposal on applying for loan limit and related party transactions from related parties was deliberated and adopted
Voting: 2 in favor, 0 against and 0 abstention. Lei Dong, the related supervisor, avoided the voting on the proposal.
After review, the board of supervisors believes that the company intends to apply to Zhongyuan Yuzi Investment Holding Group Co., Ltd. or its subsidiaries for a loan limit of no more than RMB 2 million in order to meet the company’s capital needs, broaden the company’s financing channels and facilitate the development of the company, which is a reasonable transaction, does not occupy the company’s funds, and does not damage the company and its shareholders, Especially the interests of minority shareholders.
Lei Dong, the chairman of the board of supervisors of the company, was the supervisor appointed to the company by Zhongyuan Yuzi Investment Holding Group Co., Ltd., so Lei Dong, the related supervisor, avoided voting on the proposal.
See China Securities Journal, securities times and http://www.cn.info.com.cn. For details of the announcement on applying for loan limit and related party transactions from related parties.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting: 2 in favor, 0 against and 0 abstention. Lei Dong, the related supervisor, avoided the voting on the proposal.
According to the regulations, the company has estimated the daily related party transactions with the controlling shareholder Henan Yuzi affordable housing management and Operation Co., Ltd. and its related parties in 2022. After review, the board of supervisors believes that the annual daily related party transactions mainly include the provision of general contracting business and PPP business including municipal, housing construction, garden engineering design and construction. The engineering subcontracting and construction contracts of both parties are signed through bidding or fair negotiation, which mainly reflects that the company gives full play to the synergy with the controlling shareholders and their related parties. It is a normal business relationship between both parties, which does not adversely affect the production and operation of the company or damage the interests of the shareholders of the company, nor does it affect the independent operation of the company.
Lei Dong, the chairman of the board of supervisors of the company, is the supervisor appointed to the company by Zhongyuan Yuzi Investment Holding Group Co., Ltd., the related party of the controlling shareholder of the company, so Lei Dong, the related supervisor, avoided voting on the proposal.
See China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the company, for details of the announcement on the forecast of daily connected transactions in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Deliberated and adopted the report of the first quarter of 2022
Voting: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the procedures for the preparation and review of Palm Eco-Town Development Co.Ltd(002431) 2022 first quarter report by the board of directors 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, and there are no false records, misleading statements or major omissions.
For details of the report for the first quarter of 2022, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the company.
It is hereby announced.
Palm Eco-Town Development Co.Ltd(002431) board of supervisors April 26, 2022
