Securities code: Kaiyuan Education Technology Group Co.Ltd(300338) securities abbreviation: Kaiyuan Education Technology Group Co.Ltd(300338) Announcement No.: 2022014 Kaiyuan Education Technology Group Co.Ltd(300338)
Announcement on the resolution of the 23rd Meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings held
The 23rd Meeting of the 4th board of directors of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as " Kaiyuan Education Technology Group Co.Ltd(300338) " and "the company") was notified by email and wechat on April 18, 2022, and the meeting was held by online communication voting at 10:00 on April 28, 2022. There are 7 directors who should attend the meeting, and 7 directors actually attend the meeting. The company's supervisors and senior executives attend the meeting as nonvoting delegates. This meeting is presided over by Mr. Jiang Yong, chairman of the board. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the meeting
After discussion, the directors attending the meeting deliberated and adopted the following proposals by open ballot: 1. Deliberated and adopted the proposal on the 2021 annual general manager's work report of the company
After carefully listening to and considering the general manager's work report for 2021 made by Mr. Zhao Jun, the general manager of the company, all directors attending the meeting believed that the report objectively and truly reflected the work done by the company's management in 2021.
Review results: 7 in favor, 0 against and 0 abstention.
2. The proposal on the 2021 annual work report of the board of directors of the company was deliberated and adopted
The independent directors of the company, Mr. Chen Zhengfeng, Mr. Li Jianhui, Mr. Yang Zihui and Mr. Ning Huabo, respectively, submitted the 2021 work report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Review results: 7 in favor, 0 against and 0 abstention.
See the work report of the board of directors in 2021 and the work report of independent directors in 2021 on the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 3. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
Review results: 7 in favor, 0 against and 0 abstention.
The full text and abstract of the company's annual report in 2021 are detailed in the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 4. The proposal on the company's 2021 annual profit distribution plan was deliberated and adopted
Audited by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated income statement of the company in 2021 was -46076949938 yuan, and the net profit in the income statement of the parent company in 2021 was -11342859626 yuan. The undistributed profit of the consolidated statement at the end of 2021 was -14377034896 yuan, and the undistributed profit of the parent company at the end of 2021 was -103879648305 yuan. According to the proposal of the controlling shareholder of the company, the company plans not to pay dividends, increase shares or give shares in 2021.
Review results: 7 in favor, 0 against and 0 abstention.
The announcement on the profit distribution plan for 2021 is detailed in the gem information disclosure website designated by the CSRC.
The independent directors of the company have expressed independent opinions on this proposal. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details.
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 company's 2021 annual financial statement report
The board of directors of the company reviewed and approved the company's 2021 annual financial statement, which objectively and truly reflected the company's financial situation in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021 on.
Review results: 7 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. 6. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianjian") was able to abide by the independent auditing standards for Chinese certified public accountants and express independent audit opinions diligently and dutifully during the period of serving as the audit institution of the company from 2012 to 2021. In order to maintain the stability and sustainability of the company's audit work, it plans to continue to employ Tianjian as the financial audit institution of the company in 2022.
Review results: 7 in favor, 0 against and 0 abstention.
See the information disclosure website of gem designated by China Securities Regulatory Commission for details of the announcement on re employment of audit institutions in 2022.
The independent directors of the company approved the proposal in advance and expressed independent opinions. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 7. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
Review results: 7 in favor, 0 against and 0 abstention.
The company's self-evaluation report on internal control in 2021 is detailed in the gem information disclosure website designated by the CSRC.
The independent directors of the company have expressed independent opinions on this proposal. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 8. The proposal on the remuneration of directors and senior managers of the company in 2022 was deliberated and adopted
According to the needs of the company's business development, in order to encourage the management team to improve performance and better safeguard the interests of the company's shareholders, the board of directors agreed to the remuneration plan of the company's directors and senior managers in 2022, as follows:
(1) The allowance for independent directors is paid according to the working system of independent directors of the company, and the monthly allowance in 2022 is 8000 yuan.
(2) The remuneration of the company's directors and senior managers in 2022 is linked to the company's operating performance and determined with reference to the remuneration level of the industry.
Review results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on the proposal. See the relevant documents published by the company on the information disclosure website designated by the CSRC on the gem for details.
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 company's 2021 annual audit report
Tianjian Certified Public Accountants (special general partnership) issued the audit report of Kaiyuan Education Technology Group Co.Ltd(300338) 2021 (tianjianshen [2022] No. 2-297). For details, please refer to the gem information disclosure website designated by the CSRC.
Review results: 7 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. 10. The proposal on the provision for asset impairment, provision for credit impairment, bad debt write off and asset scrapping in 2021 was reviewed and approved
In 2021, the company plans to withdraw a total of 561161 million yuan of asset impairment reserves, including - 122700 yuan of inventory depreciation reserves, 6400 yuan of contract asset impairment reserves and 562324 million yuan of goodwill impairment reserves; The total provision for credit impairment is -6.3597 million yuan; The total loss of asset scrapping disposal was 194206 million yuan, and the bad debt write off was 1.8893 million yuan.
The board of Directors believes that the provision for asset impairment, provision for credit impairment, write off of bad debts and scrapping of assets comply with the accounting standards for business enterprises and other relevant provisions, and fairly reflect the financial status, asset value and operating results of the company. It is agreed to withdraw the provision for credit impairment loss, bad debt write off and asset retirement this time.
The provision for asset impairment, provision for credit impairment, write off of bad debts and asset scrapping will not be submitted to the annual general meeting of the company for deliberation.
Review results: 7 in favor, 0 against and 0 abstention.
See the gem information disclosure website designated by the CSRC for details of the announcement on the provision of credit impairment loss, bad debt write off and asset retirement in 2021.
The independent directors of the company have expressed independent opinions on this proposal. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details. 11. The proposal on the company's daily connected transaction quota in 2022 was deliberated and adopted
Kaiyuan Education Technology Group Co.Ltd(300338) and its subsidiaries expect to have related party transactions with the related parties Changsha Kaiyuan Instrument Co., Ltd., general manager Zhao Jun and his spouse Wang Linlin, and Guangzhou Catering Service Co., Ltd. with a total amount of no more than 1.3 million yuan in 2022. Chairman Jiang Yong, general manager Zhao Jun and their affiliates avoided voting on this proposal.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of the small and medium-sized board of Shenzhen Stock Exchange and the articles of association, the amount of this connected transaction does not meet the standard for submission to the general meeting of shareholders for deliberation, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
Review results: 4 in favor, 0 against and 0 abstention. Affiliated directors Jiang Yong, Jiang Sheng and Zhao Jun avoided voting.
See the gem information disclosure website designated by the CSRC for details of the announcement on the forecast of daily connected transactions in 2022.
The independent directors of the company have previously approved and expressed independent opinions on the expected daily related party transactions in 2022. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details. 12. The proposal on the special audit report on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2021 was reviewed and approved
For details, please refer to the special audit instructions on the occupation of Kaiyuan Education Technology Group Co.Ltd(300338) non operating funds and other related capital transactions in 2021 disclosed on the same day on the gem information disclosure website designated by the CSRC.
Review results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company approved the proposal in advance and expressed independent opinions. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details. 13. Deliberated and passed the proposal on the provision for impairment of goodwill
For details, please refer to the announcement on the provision for impairment of goodwill disclosed on the same day on the gem information disclosure website designated by the CSRC.
Review results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on this proposal. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 14. Deliberated and adopted the special note of the board of directors on the non-standard audit report in 2021
For details, please refer to the special instructions of the board of directors on the non-standard audit report of 2021 disclosed on the same day on the gem information disclosure website designated by the CSRC.
Review results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on this proposal. See the relevant documents published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details. 15. The proposal on the application of the company and its subsidiaries for comprehensive credit from banks in 2022 was deliberated and adopted
According to the overall strategic objectives of the company and the business objectives of 2022, in order to meet the funds required for daily operation and the extension and expansion of the industrial chain of education sector, according to relevant forecasts, the company and its subsidiaries intend to apply to the bank for a total bank comprehensive credit line of no more than RMB 500 million (the above credit line is not equal to the actual financing amount of the company, and the specific amount shall be subject to the approval results of various financial institutions). Credit varieties include but are not limited to project loans, working capital loans, letter of credit lines, bank bill lines, etc.
Review results: 7 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.
The company disclosed the announcement on the company and its subsidiaries applying for comprehensive credit from banks in 2022 on cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission. See the announcement and documents disclosed on cninfo.com for details. 16. The proposal on the company's outstanding losses reaching one third of the total paid in capital was deliberated and adopted
Audited by Tianjian Certified Public Accountants (special general partnership), as of December 31, 2021, Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as "the company") has audited that the undistributed profit in the consolidated balance sheet is -14377034896 yuan, the amount of the company's outstanding loss is 14377034896 yuan, the company's paid in share capital is 33961969200 yuan, and the amount of the company's outstanding loss exceeds one third of the total paid in share capital.
Review results: 7 in favor, 0 against and 0 abstention.
The company disclosed the announcement on the company's outstanding losses reaching one-third of the total paid in capital on cninfo.com, the gem information disclosure website designated by the China Securities Regulatory Commission. See the relevant documents published by the company on the gem information disclosure website designated by the CSRC for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 17. The proposal on Amending the articles of association and related systems (17.01 proposal on Amending the articles of association) was deliberated and adopted
In accordance with the latest provisions of relevant laws, administrative regulations, departmental rules and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and in combination with the actual situation of the company, To further improve the construction of the company's system, the company plans to amend the articles of association. The general meeting of shareholders shall be requested to authorize the board of directors of the company to designate a special person to handle the relevant industrial and commercial change registration procedures.
