Securities code: Sansheng Intellectual Education Technology Co.Ltd(300282) securities abbreviation: Sansheng Intellectual Education Technology Co.Ltd(300282) Announcement No.: 2022014 Sansheng Intellectual Education Technology Co.Ltd(300282)
Announcement on the resolution of the 6th 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.
Important:
Director Li Lin voted against proposals 1 to 6, 9 to 12 and 21 to 27 of the sixth meeting of the Fifth Board of directors, 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") the sixth meeting of the Fifth Board of directors was convened by Mr. Lin Rongbin, chairman of the board, and all directors were notified by communication on April 15, 2022, with a copy to all supervisors and senior managers of the company. The meeting of the board of directors was held on April 27, 2022 in the form of on-site combined communication. It was presided over by Mr. Lin Rongbin, chairman of the board of directors. 9 directors should attend the meeting, 9 directors actually attended the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 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. The board of directors deliberated and approved the following proposals: 1. The proposal on the full text and summary of the company's 2021 annual report was deliberated and approved
The board of Directors believes that the 2021 annual report truly reflects the operation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete. 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.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 8 votes in favor, 1 against and 0 abstention. 2. The work report of the board of directors in 2021 was reviewed and adopted
For details, see the work report of the board of directors in 2021 disclosed by the company on cninfo.com, the designated information disclosure media. Mr. Liu Yinfeng and Mr. Lin Weishan reported their duties to the fifth annual board of directors of the company, and Mr. Liu Yinfeng and Mr. Chen Jinshan presented their reports to the fifth annual board of directors of the company.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 8 votes in favor, 1 against and 0 abstention.
3. Reviewed and approved the work report of the general manager of the company in 2021
For details, please refer to section III "management discussion and analysis" of the full text of the 2021 annual report disclosed by the company on cninfo.com, the designated information disclosure media.
Voting result of this proposal: 8 votes in favor, 1 against and 0 abstention.
4. The company's 2021 annual financial statement report was reviewed and approved
The board of directors of the company believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company 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: 8 votes in favor, 1 against and 0 abstention.
5. 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.
Voting result of this proposal: 8 votes in favor, 1 against and 0 abstention.
6. The proposal on the company's profit distribution plan for 2021 was deliberated and adopted
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 profit distribution plan complies with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 8 votes in favor, 1 against and 0 abstention.
7. The proposal on the remuneration of directors and senior managers of the company 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. The matter has been deliberated by the remuneration and assessment committee of the board of directors of the company, and the independent directors of the company have expressed their agreed independent opinions on the matter.
If the number of non affiliated directors participating in the voting of this proposal is less than three, the proposal shall be directly submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: affiliated directors Li Lin, Niu Daming, Qi Xiaoxi, Lin Qiang, Chen Jinshan, Liu Yinhong, Lin Wei and Liu Feng avoided voting, with 1 valid vote, 1 in favor, 0 against and 0 abstention.
8. The proposal on the remuneration and allowances of the company's directors in 2022 was deliberated and adopted
In order to better mobilize the work enthusiasm of the company's directors, strengthen the directors' awareness of diligence and responsibility, and promote the long-term development of the company, it is agreed that the remuneration and allowance scheme for the members of the Fifth Board of directors in 2022 is as follows:
1. The chairman of the board of directors does not receive the remuneration of the company;
2. Directors (except the chairman and independent directors): if they do not hold specific positions in the company, their remuneration shall be 90000 yuan before tax every year, which shall be paid on an average monthly basis, and the expenses incurred in performing their duties shall be reimbursed by the company; Those who hold specific positions in the company will receive salary according to the relevant salary and performance appraisal management system of the company, and will not receive director's work allowance separately;
3. Independent directors: the allowance for independent directors of the company is 90000 yuan before tax every year, which is paid on an average monthly basis. The expenses incurred in performing their duties shall be reimbursed by the company.
The matter has been deliberated by the remuneration and assessment committee of the board of directors of the company, and the independent directors of the company have expressed their agreed independent opinions on the matter.
If the number of non affiliated directors participating in the voting of this proposal is less than three, the proposal shall be directly submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: affiliated directors Li Lin, Niu Daming, Qi Xiaoxi, Lin Qiang, Chen Jinshan, Liu Yinhong, Lin Wei and Liu Feng avoided voting, with 1 valid vote, 1 in favor, 0 against and 0 abstention.
9. 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.
Voting result of this proposal: 8 votes in favor, 1 against and 0 abstention.
10. The proposal on provision for impairment of assets in 2021 was reviewed and approved
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: 8 votes in favor, 1 against and 0 abstention.
11. 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 net profit attributable to the parent company in the consolidated statements of the company in 2021 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: 8 votes in favor, 1 against and 0 abstention.
12. The proposal on using idle self owned funds for investment and financial management was deliberated and adopted
In order to improve the use efficiency of the company's idle self owned funds and increase the company's capital income, without affecting the normal operation of the company and ensuring the safety of funds, the board of directors agrees that the company and its subsidiaries use idle self owned funds of no more than 600 million yuan (including) for investment and financial management for a period of no more than one year. Within the above amount and period, the funds can be used on a rolling basis.
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: 8 votes in favor, 1 against and 0 abstention.
13. The proposal on Amending the articles of association was deliberated and adopted
In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the company is agreed to amend the corresponding provisions of the articles of association. For details, please refer to the comparison table for the revision of the articles of Association 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: 9 in favor, 0 against and 0 abstention.
14. The proposal on Amending the rules of procedure of the board of directors 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 directors. 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.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 9 in favor, 0 against and 0 abstention.
15. The proposal on Amending the rules of procedure of the general meeting of shareholders 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 general meeting of shareholders. 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.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting result of this proposal: 9 in favor, 0 against and 0 abstention.
16. The proposal on Revising the working system of independent directors 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 shares 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 revise the corresponding provisions of the working system of independent directors. 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 result of this proposal: 9 in favor, 0 against and 0 abstention.
17. The proposal on Amending the working rules of the audit committee of the board of directors was considered 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 detailed rules for the work of the audit committee of the board of directors. 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 result of this proposal: 9 in favor, 0 against and 0 abstention.
18. The proposal on Amending the registration and management system for insiders of inside information 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 shares of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of 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 agrees to amend the corresponding provisions of the registration and management system for insiders. 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 result of this proposal: 9 in favor, 0 against and 0 abstention.
19. Deliberated and adopted the revised
