Securities code: Caissa Tosun Development Co.Ltd(000796) securities abbreviation: Caissa Tosun Development Co.Ltd(000796) Announcement No.: 2022025
Bond Code: 112532 bond abbreviation: 17 Caesar 03
Caissa Tosun Development Co.Ltd(000796)
Announcement of resolutions of the 42nd meeting of the ninth 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.
Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as "the company") the 42nd meeting of the ninth board of directors was held by means of communication on April 29, 2022. The meeting was presided over by Mr. Chen Jie, chairman of the board. The notice of the meeting was notified to all directors by email and telephone on April 19, 2022. 11 directors should be present at the meeting, 11 in person, 0 entrusted to attend and 0 absent. The company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting complies with the relevant provisions of the company law and the articles of association.
The meeting considered and adopted the following matters:
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
The meeting approved the full text and summary of the 2021 annual report by 11 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation (see the announcement of the company today on www.cn.info.com.cn for details).
2. Deliberated and adopted the work report of the board of directors in 2021
The meeting approved the work report of the board of directors in 2021 by 11 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation (see http://www.cn.info.com.cn. Today's announcement of the company for details).
3. Reviewed and approved the profit distribution plan for 2021
The meeting deliberated and adopted the profit distribution plan for 2021 by 11 votes in favor, 0 against and 0 abstention. Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the company realized a net profit of -689774400 yuan attributable to the shareholders of the listed company in 2021, and the parent company realized a net profit of 5737500 yuan in 2021. After withdrawing the legal surplus reserve and adding the undistributed profit at the beginning of the year, as of December 31, 2021, the undistributed profit in the parent company's statements was -499730400 yuan and the undistributed profit in the consolidated statements was -5003658 million yuan. According to the principle of the lower of the parent company and the consolidated data, the company's profit available for distribution to shareholders in 2021 is -5003658 million yuan.
As the accumulated distributable profits of the parent company were still negative by 2021, and the company failed to achieve profits in 2021 due to the epidemic of novel coronavirus pneumonia, the overall operating performance and capital pressure of the company were great. In order to meet the company's operational capital needs in the future and ensure the company's normal production and operation and sustainable and stable development.
The company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, no conversion of capital reserve into share capital in 2021, and the company's undistributed profits are carried forward for annual distribution in the future. The proposal needs to be submitted to the company's 2021 annual general meeting for deliberation (see the announcement of the company today on http://www.cn.info.com.cn for details). 4. Deliberated and adopted the 2021 annual internal control evaluation report
The meeting deliberated and adopted the 2021 internal control evaluation report by 11 votes in favor, 0 against and 0 abstention (see the announcement of cninfo.com.cn. Today).
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) audited the effectiveness of internal control over the company's 2021 financial report and issued the internal control audit report (for details, see the announcement of the company today on http://www.cn.info.com.cn).
5. Deliberated and passed the proposal on the proposed renewal of the company's accounting firm in 2022
The meeting deliberated and adopted the proposal on the proposed renewal of the company's accounting firm in 2022 by 11 votes in favor, 0 against and 0 abstention. It is agreed to continue to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2022 for a period of one year, with the cost of financial audit of RMB 1.2 million and internal control audit of RMB Shanghai Pudong Development Bank Co.Ltd(600000) . The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation (see the company's announcement today on www.cn.info.com.cn for details).
6. The proposal on applying for comprehensive credit line in 2022 was deliberated and adopted
The meeting considered and adopted the proposal on applying for comprehensive credit line in 2022 by 11 votes in favor, 0 against and 0 abstention. In 2022, the company plans to apply for a comprehensive credit line of 2.38 billion yuan, and the specific lines are as follows:
No. credit amount of credit subject (10000 yuan)
1 Caissa Tosun Development Co.Ltd(000796) 60,000.00
2 Caesar Tongsheng Travel Agency (Group) Co., Ltd. 3800000
3 Beijing Kaisa International Travel Agency Co., Ltd. 5000000
4 Caesar easy Food Holdings Limited 4000000
5 Beijing Xinhua airport aviation food Co., Ltd. 2000000
6 Caesar sports international tourism service Holding Co., Ltd. 1000000
7 Hainan Hanglv Beverage Co., Ltd. 1000000
8 Yishi Zongheng Co., Ltd. 500000
9 Hainan Tongsheng Sega duty free Group Co., Ltd. 500000
Total 23800000
In order to simplify the procedures for handling credit business and improve work efficiency, the 42nd meeting of the ninth board of directors of the company approved and submitted to the 2021 annual general meeting of shareholders for approval. The legal representative of the company shall be the agent to fully handle specific business within the total comprehensive credit line of RMB 2.380 billion and sign relevant documents. The board of directors of the company will no longer form a resolution of the board of directors one by one, The proposal still needs to be submitted to the 2021 annual general meeting for deliberation and approval. The period starts from the date of deliberation and adoption of the proposal at the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
7. Deliberated and passed the proposal on the prediction of external guarantee amount in 2022
The meeting deliberated and adopted the proposal on the prediction of external guarantee amount in 2022 by 11 votes in favor, 0 against and 0 abstention. The board of directors of the company agreed and submitted to the 2021 annual general meeting of shareholders for approval that the amount of guarantee provided by listed companies and subsidiaries to subsidiaries within the scope of consolidated statements in 2022 is 2.388 billion yuan, of which the total amount of guarantee is no more than 1.588 billion yuan for holding subsidiaries with asset liability ratio higher than 70% and no more than 800 million yuan for holding subsidiaries with asset liability ratio lower than 70%; It is proposed to approve the company and its holding subsidiaries to exercise external power within the scope of authorization and authorize the company's management to go through specific guarantee procedures within the guarantee limit. The proposal needs to be submitted to the 2021 annual general meeting for deliberation, from the date of deliberation and adoption of the proposal at the 2021 annual general meeting to the date of convening the 2022 annual general meeting (see the announcement of the company on cninfo.com.cn for details).
8. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 by 4 votes in favor, 0 against and 0 abstention. According to the actual daily related party transactions in 2021 and the prediction of relevant business conditions in 2022, the daily related party transactions of purchasing goods and receiving services in 2022 are expected to be 108 million yuan, and the daily related party transactions of selling goods and providing services are 373 million yuan, totaling 481 million yuan. Related directors Mr. Chen Jie, Mr. Zhao Quan, Mr. Ning Zhiqun, Mr. Luo Zhipeng, Ms. Zhao Xin, Mr. Jin Tao and Ms. Zhang Rui return to www.cn info. com. cn. The company announced today).
9. The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted
The meeting approved the special report on the deposit and actual use of raised funds in 2021 by 11 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the company's 2021 annual general meeting for deliberation (see the company's announcement today on http://www.cn.info.com.cn for details).
10. The 2021 corporate social responsibility report was reviewed and adopted
The meeting considered and adopted the 2021 corporate social responsibility report by 11 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation (see www.cn.info.com.cn. Announcement of the company today for details).
11. Deliberated and passed the proposal on making up losses up to one-third of the total paid in share capital
The meeting deliberated and adopted the proposal on the outstanding losses reaching one third of the total paid in share capital by 11 votes in favor, 0 against and 0 abstention. Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -6897744 yuan, the undistributed profit at the end of the period was -5003658 million yuan, the paid in capital was 803003 million yuan, and the amount of the company's outstanding loss exceeded one third of the total paid in capital. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation (see www.cn.info.com.cn. Announcement of the company today for details).
12. The proposal on the provision for asset impairment and the recognition of changes in the fair value of other equity instrument investments in 2021 was reviewed and approved
The meeting deliberated and adopted the proposal on the provision for asset impairment and the recognition of changes in the fair value of other equity instrument investments in 2021 by 11 votes in favor, 0 against and 0 abstention. In order to truly reflect the company's financial situation and operating results, according to the relevant provisions of the accounting standards for business enterprises, the company has comprehensively checked and analyzed the signs of impairment of the value of relevant assets in the consolidated statements as of December 31, 2021, and tested them by asset category. According to the test results, the impairment of goodwill within the scope of the company's consolidated statements in 2021 is 432999 million yuan. The change in the fair value of other equity instrument investment is included in other comprehensive income, which reduces the company's other comprehensive income by 1135547 million yuan in 2021 and the owner's equity by 1568546 million yuan at the end of 2021. (see www.cn.info.com.cn. Announcement of the company today for details).
With 11 affirmative votes, 0 negative votes and 0 abstention, the meeting deliberated and adopted the special note on the non-standard audit opinion of the company's 2021 financial report (see the announcement of the company today on www.cn.info.com.cn for details).
14. Deliberated and passed the proposal on the change of accounting policies of the company
The meeting deliberated and adopted the proposal on the change of the company's accounting policies by 11 votes in favor, 0 against and 0 abstention (see the announcement of the company today on www.cn.info.com.cn for details).
15. Deliberated and adopted the full text of the report for the first quarter of 2022
The meeting approved the full text of the first quarter report of 2022 by 11 votes in favor, 0 against and 0 abstention (see the announcement of cninfo.com.cn. Today).
16. Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention (see the announcement of the company on www.cn.info.com.cn for details).
It is hereby announced.
Caissa Tosun Development Co.Ltd(000796) board of directors April 30, 2022
