Securities code: Kaiyuan Education Technology Group Co.Ltd(300338) securities abbreviation: Kaiyuan Education Technology Group Co.Ltd(300338) Announcement No.: 2022015 Kaiyuan Education Technology Group Co.Ltd(300338)
Announcement of resolutions of the 21st Meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings held
The 21st Meeting of the 4th board of supervisors of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as "the company" or " Kaiyuan Education Technology Group Co.Ltd(300338) ") was notified by wechat on April 18, 2022, and the meeting was held by online communication voting at 9:00 a.m. on April 28, 2022. Three supervisors should attend the meeting and three actually attended the meeting. The meeting was presided over by Ms. Yu Wenfeng. The meeting was held in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association. 2、 Deliberation at the meeting of the board of supervisors 1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
In accordance with the provisions of laws and regulations, normative documents and the articles of association, the board of supervisors earnestly performed the functions of the board of supervisors, actively carried out relevant work, participated in the meetings of the board of directors and the general meeting of shareholders according to law, supervised the operation of the company according to law and the performance of duties by directors and senior managers of the company, and safeguarded the legitimate rights and interests of the company and shareholders, Promoted the standardized operation of the company. Voting results: 3 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 2. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
After review, the supervisors attending the meeting agreed that the preparation and review procedures of the full text and summary of the company's 2021 annual report prepared and reviewed by the board of directors comply with relevant laws, regulations and the provisions of the CSRC, and the content of the report truly, accurately and completely reflects the actual situation of the company's operation in 2021, without any false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 abstention and 0 against.
3. 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.
After deliberation, the board of supervisors believes that the company's profit distribution plan complies with the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission, and is in line with the interests of the company and all shareholders. Therefore, we agree not to make profit distribution this time, and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 4. Deliberated and passed the proposal on the company's 2021 annual financial statement report
The board of supervisors believes that the company's 2021 annual financial statement objectively and accurately reflects the company's financial situation, operating results, cash flow and other relevant conditions in 2021, without false records, misleading statements or major omissions, and the final statement report is true and reasonable.
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. 5. Deliberated and passed the proposal on the company's reappointment of the audit institution in 2022
After review, the board of supervisors believes that Tianjian Certified Public Accountants (special general partnership) has a good sense of service, professional ethics and ability to perform its duties, and agrees to reappoint the firm as the audit institution of the company in 2022. Voting results: 3 in favor, 0 abstention and 0 against.
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 company's self-evaluation report on internal control in 2021 was deliberated and adopted
After review, the board of supervisors believes that the company's internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, the internal organizational structure meets the requirements of modern management, and is also suitable for the actual situation of the company's production and operation. The 2021 internal control self evaluation report of the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company's internal control system, and there are no obvious weak links and major defects. With the needs of the company's future operation and development, the company needs to continuously deepen management and further improve the internal control system to meet the needs of the company's development and the requirements of relevant national laws and regulations.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 7. The proposal on the remuneration of the company's supervisors in 2022 was deliberated and adopted
The remuneration plan of the company's supervisors in 2022 is: if supervisors have administrative positions in the company and subsidiaries, they will be paid according to their administrative positions, and they will not receive the remuneration of supervisors separately; If a supervisor has no administrative position in the company and its subsidiaries, he shall be paid a job allowance of 3000 yuan per month during his term of office. The remuneration paid by the supervisor before tax shall be the individual income tax withheld by the company. If the supervisor of the company leaves office due to the change of office or resignation during his term of office, the salary shall be calculated and paid according to his actual term of office.
After review, the board of supervisors believes that the remuneration plan for supervisors in 2022 unifies the responsibilities and rights of supervisors, which is conducive to further mobilize the enthusiasm of supervisors, earnestly perform their duties and promote the rapid development of the company. Agree to the remuneration plan of the company's supervisors in 2022.
Voting results: 3 in favor, 0 abstention and 0 against.
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 company's 2021 financial audit report was deliberated and adopted
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). All supervisors of the company unanimously agreed to this proposal.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 9. 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
After review, the company's provision for credit impairment loss, bad debt write off and asset retirement in accordance with the accounting standards for business enterprises and relevant accounting policies of the company is in line with the actual situation of the company. This provision for credit impairment loss, bad debt write off and asset retirement can more fairly reflect the financial situation, asset value and operating results of the company in 2021.
The decision-making procedure of the company's board of supervisors on this proposal complies with relevant laws and regulations and the relevant provisions of the accounting standards for business enterprises. The board of supervisors agrees that the company accrues credit impairment loss, bad debt write off and asset retirement this time.
Voting results: 3 in favor, 0 abstention and 0 against.
10. The proposal on the company's daily connected transaction quota in 2022 was deliberated and adopted
After verification, the board of supervisors believes that the company's daily related party transaction quota in 2022 is based on the company's normal business transactions, the transaction price is fair and reasonable, and there is no damage to the interests of the company and its shareholders. All supervisors of the company unanimously agreed on the related party transactions of the company.
Voting results: 3 in favor, 0 abstention and 0 against.
11. 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
All supervisors of the company unanimously agreed to 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.
Voting results: 3 in favor, 0 abstention and 0 against.
12. Deliberated and passed the proposal on the provision for impairment of goodwill
The company's provision for impairment of goodwill is made based on the principle of prudence, which meets the requirements of relevant laws, regulations and regulatory rules and the actual situation of the company's assets. After the provision for impairment is made, it can more fairly reflect the company's financial situation and operating results. The decision-making procedure of withdrawing goodwill impairment provision this time complies with the provisions of relevant laws, regulations and the articles of association. The board of supervisors agreed to withdraw the provision for goodwill impairment this time and agreed to submit it to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 3 in favor, 0 abstention and 0 against.
13. Deliberated and approved the special opinions of the board of supervisors on the special explanation of the company's audit report on non-standard opinions in 2021
Tianjian Certified Public Accountants (special general partnership) issued an unqualified audit report with significant uncertainties related to continuous operation on the company's 2021 financial statements. For details of the audit report of Kaiyuan Education Technology Group Co.Ltd(300338) 2021 and the special opinion of the board of supervisors on the company's special explanation on the audit report of non-standard opinions in 2021, see the gem information disclosure website designated by the CSRC.
The board of supervisors agreed to the special instructions of the board of directors on the audit report of non-standard opinions in 2021. The board of supervisors will earnestly perform its duties, supervise the performance of the board of directors and the management, and continue to urge the board of directors and the management to take effective measures as soon as possible to reduce and eliminate the adverse impact of the matters involved on the company and ensure the sustainable operation ability of the company, Earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders, and ensure the sustainable, stable and healthy development of the company.
Voting results: 3 in favor, 0 abstention and 0 against.
14. 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.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 15. The proposal on the company's report for the first quarter of 2022 was deliberated and adopted
After deliberation, all supervisors agreed that the preparation and review procedures of the company's report for the first quarter of 2022 comply with the requirements of relevant laws and regulations, and the content of the report truly, accurately and completely reflects the actual situation of the company's operation in the first quarter of 2022, without any false records, misleading statements or major omissions. After deliberation, all supervisors unanimously adopted the report for the first quarter of 2022.
Voting results: 3 in favor, 0 abstention and 0 against.
3、 Documents for future reference
Resolution of the 21st Meeting of the 4th board of supervisors of the company.
It is hereby announced.
Kaiyuan Education Technology Group Co.Ltd(300338) board of supervisors April 29, 2022
