Securities code: Sansheng Intellectual Education Technology Co.Ltd(300282) securities abbreviation: Sansheng Intellectual Education Technology Co.Ltd(300282) Announcement No.: 2022015 Sansheng Intellectual Education Technology Co.Ltd(300282)
Announcement on the resolution of the fourth meeting of the Fifth Board of supervisors
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.
Important:
Xiong Yan, the supervisor, voted against proposals 1 to 5, 7 to 10 and 12 to 14 of the 4th meeting of the 5th board of supervisors, The objection reasons are as follows: "I am not involved in the actual operation and management of the company. The current illegal guarantee matters of the company reflect the defects of internal control. I cannot accurately judge the risks of the company in operation and financial management. Therefore, I vote against the relevant proposals of this meeting."
Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as "the company") issued a notice of the fourth meeting of the Fifth Board of supervisors to all supervisors on April 15, 2022. The meeting of the board of supervisors was held by means of communication on April 27, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China and the Sansheng Intellectual Education Technology Co.Ltd(300282) articles of association. After careful deliberation by the supervisors attending the meeting, the following proposals were deliberated and adopted: 1. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
See the full text of the 2021 annual report and the summary of the 2021 annual report disclosed by the company on the designated information disclosure media cninfo.com for details.
The content and completeness of the company's annual information disclosure standards (20212022) revised by the board of supervisors are consistent with the requirements of the company's annual information disclosure standards. The report truly reflects the company's financial situation and operating results, fully discloses the company's important matters, and the analysis of the company's current situation and future development plan are in line with the company's reality, which is conducive to investors to understand the company's strategy and grasp the company's development trend.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 2. Reviewed and approved the work report of the board of supervisors of the company in 2021
For details, see the work report of the board of supervisors in 2021 disclosed by the company on cninfo.com, the designated information disclosure media.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 3. The company's 2021 annual financial statement report was reviewed and approved
The board of supervisors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2021. For details, please refer to the company's 2021 financial statement disclosed on cninfo.com, the designated information disclosure media.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention.
4. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
For details, see the company's 2021 internal control self-evaluation report disclosed on cninfo.com, the designated information disclosure media. The board of supervisors believes that there are significant defects in the company's internal control over financial reports and non-financial reports in 2021, and the board of supervisors agrees with the board of directors to confirm and rectify the defects; The board of supervisors will actively urge the board of directors and the management to strictly comply with the basic norms of enterprise internal control and other provisions, further strengthen the awareness of compliance, standardize the operation of the company, improve the internal control system, ensure that the company maintains effective internal control in all major aspects, and effectively protect the interests of the company and all shareholders.
To sum up, the board of supervisors believes that the company's internal control system meets the requirements of relevant national laws and regulations and the actual needs of the company. The self-evaluation report on internal control in 2021 issued by the board of directors truly and objectively reflects the construction and operation of the company's internal control system.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 5. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the parent company in the consolidated statement of the company in 2021 was -16256079131 yuan, plus the undistributed profit of -51502643209 yuan at the beginning of the year, the distributable profit as of December 31, 2021 was -67758722340 yuan, and the balance of capital reserve in the consolidated statement of the company at the end of 2021 was 187432415369 yuan. The parent company realized a loss of 14537116953 yuan in 2021, plus the undistributed profit of -68578707057 yuan at the beginning of the year, the distributable profit as of December 31, 2021 was -83115824010 yuan, and the balance of capital reserve of the parent company at the end of 2021 was 197593458606 yuan.
Based on the actual situation of the company, the board of directors has decided that neither profit distribution nor capital reserve will be transferred to share capital in this year.
The board of supervisors believes that the contents and decision-making procedures of the company's profit distribution plan in 2021 comply with the actual situation of the company and the relevant regulations of the CSRC, do not harm the interests of the company's shareholders, especially the minority shareholders, and are conducive to the normal operation and healthy development of the company.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 6. The proposal on the remuneration of the company's supervisors in 2021 was deliberated and adopted
For details, see "VII. Directors, supervisors and senior managers" in "section IV corporate governance" of the full text of the 2021 annual report disclosed by the company on cninfo.com, the designated information disclosure media.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results of this proposal: supervisors Xiong Yan and Jiang Saisai avoided voting, with 1 valid vote, 1 in favor, 0 against and 0 abstention. 7. The proposal on the completion of the 2021 performance commitment of Beijing zhongyubeira International Education Technology Co., Ltd. and matters related to the implementation of the extension of the performance commitment were reviewed and approved
For details, please refer to the announcement on the completion of performance commitments of Beijing zhongyubeira International Education Technology Co., Ltd. in 2021 disclosed by the company on cninfo.com, the designated information disclosure media.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 8. The proposal on the provision for asset impairment in 2021 was reviewed and approved
After review, the board of directors considered the proposal of withdrawing asset impairment loss, and the procedure was legal.
The company's provision for asset impairment loss this time is to ensure the standardized operation of the company, adhere to prudent accounting principles, fairly reflect the company's financial status and operating results, and do not harm the interests of the company and minority shareholders. It is agreed to withdraw asset impairment loss this time.
For details, see the announcement on the provision for asset impairment in 2021 disclosed by the company on cninfo.com, the designated information disclosure media.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 9. The proposal on making up for losses up to one third of the total paid in share capital was deliberated and adopted
According to the audit of Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the company's consolidated report for 2021
The net profit attributable to the parent company is -16256079131 yuan. As of December 31, 2021, the company's outstanding losses amounted to 67758722340 yuan, the total paid in share capital was 374306455 yuan, and the outstanding losses reached one-third of the total paid in share capital. In accordance with the provisions of the company law and the articles of association, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation.
For details, please refer to the announcement on uncovered losses reaching one-third of the total paid in share capital disclosed by the company on cninfo.com, the designated information disclosure media.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention.
10. The proposal on using idle self owned funds for investment and financial management was deliberated and adopted
The board of supervisors unanimously agreed that the company's use of idle self owned funds to purchase financial products without affecting the normal operation and ensuring the safety of funds is conducive to improving the use efficiency of the company's self owned funds and increasing the company's capital income on the premise of risk control, will not have an adverse impact on the company's business activities, is in line with the interests of the company, and does not damage the interests of the company and all shareholders, especially minority shareholders.
For details, see the announcement on using idle self owned funds for investment and financial management disclosed by the company on cninfo.com, the designated information disclosure media.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 11. The proposal on Amending the rules of procedure of the board of supervisors was deliberated and adopted
In accordance with 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 stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM and other relevant laws and regulations, and in combination with the actual situation, the company is agreed to amend the corresponding provisions of the rules of procedure of the board of supervisors. For details, please refer to the revision comparison table of relevant systems of corporate governance disclosed by the company on cninfo.com, the designated information disclosure media.
Voting results of this proposal: 3 in favor, 0 against and 0 abstention. 12. The special instructions of the board of supervisors on matters involved in unqualified audit opinions with emphasis issued by accounting firms were reviewed and adopted
For details, please refer to the special instructions of the board of supervisors on matters involved in unqualified audit opinions with emphasis issued by accounting firms disclosed by the company on cninfo.com, the designated information disclosure media.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 13. The proposal on correction of accounting errors in the earlier period was deliberated and adopted
The board of supervisors believes that the correction of accounting errors and the adjustment of the opening balance of the 2021 accounting statements of the company comply with the requirements of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and error correction and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information. The deliberation and voting procedures of the board of directors on the correction of accounting errors comply with the laws and regulations Regulations and other relevant systems.
For details, please refer to the announcement on correction of previous accounting errors disclosed by the company on cninfo.com, the designated information disclosure media.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention. 14. The proposal of the company on the first quarter of 2022 was reviewed and approved
After review, the board of supervisors believes that the procedures for the preparation and review of the company's report for the first quarter of 2022 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 listed company, and there are no false records, misleading statements or major omissions.
For details, see the first quarter report of 2022 disclosed by the company on cninfo.com, the designated information disclosure media.
Voting result of this proposal: 2 in favor, 1 against and 0 abstention.
It is hereby announced.
Sansheng Intellectual Education Technology Co.Ltd(300282) board of supervisors April 29, 2002
