Securities Announcement No.: 020301
Announcement of resolutions of the 20th meeting of the Fourth 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.
On April 29, 2022, the 20th meeting of the Fourth Board of directors of Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as “the company”) was held in the company’s conference room by means of on-site and communication. The notice of the meeting was sent by e-mail and telephone on April 16, 2022. There are 7 directors who should attend the meeting and 7 actually (4 directors who attended the meeting by means of communication voting). Mr. Liang Dacheng, the director, Mr. Ruan Jun, Mr. Fang Zhigang and Ms. Wang Shouqun, the independent directors, attended the meeting by means of video conference and voted by means of communication. The meeting was convened and presided over by Mr. Wang Min, chairman of the company, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
After careful study, the directors attending the meeting deliberated and passed the following proposals:
1、 The proposal on the general manager’s work report in 2021 was deliberated and adopted;
After voting: 7 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the proposal on the work report of the board of directors in 2021;
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
After voting: 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.
3、 The proposal on 2021 annual report and its summary was deliberated and adopted;
For details of the company’s 2021 annual report and 2021 annual report summary, please refer to the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
With 0 votes against and 7 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
In accordance with the guidance of the CSRC to encourage listed companies to pay cash dividends and give investors stable and reasonable returns, the company, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in order to better take into account the immediate and long-term interests of shareholders, in accordance with the relevant provisions of the company law and the articles of association and in combination with the actual situation of the company, The company’s profit distribution plan for 2021 is now proposed as follows:
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in 2021 was -37 Guilin Tourism Corporation Limited(000978) 677 yuan. According to the relevant provisions of the company law, the articles of association and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, plus the undistributed profit at the beginning of the year of -41746798128 yuan, the cumulative undistributed profit of the company at the end of the reporting period was -78747776805 yuan. Therefore, the profit distribution plan for 2021 proposed by the company is: the company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund.
The independent directors of the company expressed independent opinions on this. See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
After voting: 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.
5、 Deliberated and passed the proposal on the final accounts report of 2021;
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
After voting, 7 votes were in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 The proposal on the self-evaluation report on internal control in 2021 was considered and adopted;
Refer to the gem information disclosure website designated by China Securities Regulatory Commission for details of the company’s 2021 internal control self-evaluation report and the audit report of the accounting firm（ http://www.cn.info.com.cn. ）。
After voting, 7 votes were in favor, 0 against and 0 abstention.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved; The contents of the company’s special report on the deposit and use of raised funds in 2021, as well as the relevant independent opinions issued by independent directors, the verification opinions of sponsors and the assurance report of accounting firms are detailed in the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
After voting, 7 votes were in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8、 The proposal on Directors’ remuneration in 2021 and remuneration scheme in 2022 was reviewed and approved; For the remuneration of directors in 2021, please refer to part VII “remuneration of directors, supervisors and senior managers” in “section IV corporate governance” of the company’s annual report 2021. See the gem information disclosure website designated by China Securities Regulatory Commission for details of the remuneration plan for 2022（ http://www.cn.info.com.cn. ）。
The independent directors of the company expressed independent opinions on the proposal
After voting: 0 for, 0 against and 0 abstention.
Related directors Mr. Wang Min, Mr. Liu Zhigang, Mr. Jiang Zeyu, Mr. Liang Dacheng, Ms. Wang Shouqun, Mr. Fang Zhigang and Mr. Ruan Jun avoided voting.
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 remuneration of senior managers in 2021 and the remuneration scheme in 2022;
For the remuneration of senior managers in 2021, see Part VII “remuneration of directors, supervisors and senior managers” in “section IV corporate governance” of the company’s annual report 2021. See the gem information disclosure website designated by China Securities Regulatory Commission for details of the remuneration plan for 2022（ http://www.cn.info.com.cn. ）。
The independent directors of the company expressed independent opinions on the proposal
After voting: 6 in favor, 0 against and 0 abstention.
Mr. Liu Zhigang, a related director, avoided voting.
10、 The proposal on the provision for asset impairment in 2021 was reviewed and approved;
In accordance with the accounting standards for business enterprises and relevant accounting policies of the company, the company conducted a comprehensive inventory of various receivables, inventories, fixed assets, construction in progress, intangible assets, goodwill and other assets at the end of 2021, and fully evaluated and analyzed the possibility of impairment of various assets and the net realizable value of various inventories.
After evaluation, analysis and impairment test, the provision for impairment of various assets in 2021 totaled 26112792987 yuan.
The independent directors of the company expressed independent opinions on this. See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on the company’s outstanding losses exceeding one third of the total paid in share capital was deliberated and adopted; According to the audit of Dahua Certified Public Accountants (special general partnership), as of December 31, 2021, the undistributed profit in the consolidated financial statements of the company was -78747776805 yuan, the unrecovered loss was -78747776805 yuan, the paid in share capital of the company was 790108769 yuan, and the unrecovered loss of the company exceeded one third of the total paid in share capital. See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
With 0 votes against and 7 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on the company and its subsidiaries applying to the bank for credit line, expected guarantee line and carrying out bill pool / asset pool business in 2022 was reviewed and approved;
Due to the needs of the company’s production and operation, the company and its subsidiaries (subsidiaries within the scope of the company’s consolidated statements) plan to increase the credit line to the bank in 2022 by no more than RMB 650 million. The specific approval limit shall be subject to the final approval limit of the bank. After the approval of the bank credit line, the company will apply to the bank for loans according to the actual needs. Meanwhile, in 2022, the company plans to add subsidiaries Jiangxi rectangular semiconductor technology Co., Ltd. Shenzhen Changfang Group Co.Ltd(300301) kangmingsheng (Shenzhen) Technology Co., Ltd. and Jiangxi kangmingsheng Photoelectric Technology Co., Ltd. to apply to the bank for credit line and provide guarantee with a total amount of no more than 500 million yuan, including but not limited to guarantee, mortgage, pledge, etc. The specific financing and guarantee related matters shall be subject to the final signed agreement, and the amount can be used on a rolling basis during the business term. The company plans to apply to the bank for the total amount of bill pool / asset pool business not exceeding RMB 1 million, that is, the cumulative spot balance of the pledged and mortgaged bills / financial assets used by the company and its subsidiaries (subsidiaries within the scope of the company’s consolidated statements) to carry out bill pool / asset pool business with all cooperative banks shall not exceed RMB 1 million. This amount can be used on a rolling basis during the business term.
The company intends to authorize the chairman of the company or other legally authorized personnel to handle the above related matters.
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
With 0 votes against and 7 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on the proposed purchase of directors, supervisors and senior managers’ liability insurance was deliberated and adopted;
In order to improve the company’s risk control system, promote the directors, supervisors and relevant responsible personnel of the company to fully exercise their rights and perform their duties, and create a good external environment for the steady development of the company, it is proposed to purchase liability insurance for the directors, supervisors and other relevant responsible personnel of the company in accordance with the standards for governance of listed companies and other relevant provisions of the CSRC. The independent directors of the company expressed their independent opinions on this proposal.
After voting: 0 for, 0 against and 0 abstention.
Related directors Mr. Wang Min, Mr. Liu Zhigang, Mr. Jiang Zeyu, Mr. Liang Dacheng, Ms. Wang Shouqun, Mr. Fang Zhigang and Mr. Ruan Jun avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Deliberated and passed the proposal of the board of directors on special explanation of matters involved in the company’s non-standard audit opinions;
Dahua Certified Public Accountants (special general partnership) audited the financial statements of the company in 2021 and issued an audit report with no opinion. The board of directors has made a detailed explanation on the matters not covered by the special audit opinions of the board of directors on the company’s website, and the board of directors has made a detailed explanation on the matters not covered by the special audit opinions of the board of directors（ http://www.cn.info.com.cn. ）。 The independent directors expressed their independent opinions on the matter. With 0 votes against and 7 abstentions.
15、 Deliberated and passed the proposal of the board of directors on special explanation of matters involved in the company’s non-standard audit opinions and internal control audit report;
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。 The independent directors expressed their independent opinions on the matter. With 0 votes against and 7 abstentions.
16、 The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted;
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
With 0 votes against and 7 abstentions.
17、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
With 0 votes against and 7 abstentions.
It is hereby announced.
Shenzhen Changfang Group Co.Ltd(300301) board of directors
April 29, 2022
