Securities code: Shenzhen Changfang Group Co.Ltd(300301) securities abbreviation: Shenzhen Changfang Group Co.Ltd(300301) Announcement No.: 2022021 Shenzhen Changfang Group Co.Ltd(300301)
Announcement of the fourth meeting of the 12th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On April 29, 2022, Shenzhen Changfang Group Co.Ltd(300301) the 12th meeting of the 4th board of supervisors was held on site in the company’s conference room. The notice of the meeting was sent to all supervisors by telephone and e-mail on April 16, 2022. Three supervisors should attend the meeting, and three actually attended. The meeting was presided over by Mr. Tian Hongping, chairman of the board of supervisors of the company. The convening and convening of this meeting comply with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws and regulations.
The meeting was voted by open ballot. After full discussion and deliberation by the supervisors present, the following resolutions were formed:
1、 Deliberated and passed the proposal on the work report of the board of supervisors in 2021;
The work report of the board of supervisors in 2021 is detailed on the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
After voting, there were 3 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the proposal on the annual report of 2021 and its summary;
The board of supervisors believes that the procedures for the board of directors to prepare the company’s 2021 annual report and its summary 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 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. ）。
After voting: 3 in favor, 0 against and 0 abstention.
3、 The proposal on the profit distribution plan for 2021 was reviewed and approved;
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 was -41746798128 yuan, The company’s accumulated undistributed profit 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.
After voting: 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.
4、 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. ）2021 annual audit report on.
After voting, there were 3 affirmative votes, 0 negative votes 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 self-evaluation report on internal control in 2021;
The contents of the company’s self-evaluation report on internal control in 2021 and the audit report of the accounting firm are detailed in the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
After voting, there were 3 affirmative votes, 0 negative votes and 0 abstention.
6、 Deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021; The board of supervisors of the company reviewed the special report on the deposit and use of raised funds in 2021 and issued the following opinions:
The company strictly abides by the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds. The storage and use of raised funds have performed the necessary approval procedures, and there is no case of illegal storage and use of raised funds. The company’s special report on the deposit and use of raised funds in 2021 objectively and truly reflects the use of the company’s raised funds during the reporting period.
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, there were 3 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Deliberated and passed the proposal on the remuneration of supervisors in 2021 and the remuneration scheme in 2022; For the remuneration of supervisors 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. ）。
After voting, there were 0 affirmative votes, 0 negative votes and 0 abstention.
Tian Hongping, Huang Chuyu and Chen Bing avoided voting.
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 provision for asset impairment in 2021 was reviewed and approved;
The provision for asset impairment this time complies with the requirements of the accounting standards for business enterprises and relevant policies, reflects the principle of accounting prudence, can more objectively and fairly reflect the company’s financial situation at the end of 2021 and the operating results of this year, has no behavior damaging the interests of the company and shareholders, and is not suspected of profit manipulation.
The company’s announcement on the provision for asset impairment in 2021 and the relevant independent opinions of independent directors are detailed in the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN).
After voting, there were 3 affirmative votes, 0 negative votes and 0 abstention.
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 application of the company and its subsidiaries to the bank for credit line, expected guarantee line and the development of bill pool / asset pool business in 2022 was reviewed and approved.
The board of supervisors believes that the new credit line of the company and its subsidiaries to the bank in 2022 is for business needs. The company guarantees the new bank credit of its subsidiaries, which can meet the capital needs of the subsidiaries and promote the operation and development of the subsidiaries. The company has fulfilled the necessary review procedures for the new guarantee to be added for its subsidiaries. At the same time, the company and its subsidiaries carry out bill pool / fund pool business, which can comprehensively manage the financial assets such as notes receivable and notes payable to be issued, reduce the occupation of funds, optimize the financial structure and improve the utilization rate of funds. The above related businesses comply with the provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, and are in line with the interests of the company and all shareholders. To sum up, we agree on the above matters.
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
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.
10、 The proposal on the proposed purchase of directors, supervisors and senior managers’ liability insurance was deliberated and adopted.
After review, the board of supervisors believes that the company’s purchase of directors, supervisors and senior managers’ liability insurance is conducive to improving the risk control system, protecting the rights and interests of the company’s directors, supervisors and senior managers, and promoting the relevant responsible personnel to fully exercise their supervision rights and perform relevant duties. The deliberation procedures for the purchase of directors, supervisors and senior managers’ liability insurance are legal and compliant, and there is no damage to the interests of the company and all shareholders. The announcement on the proposed purchase of directors’ and supervisors’ high liability insurance is detailed in the announcement published on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
After voting, there were 0 affirmative votes, 0 negative votes and 0 abstention.
Tian Hongping, Huang Chuyu and Chen Bing avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Deliberated and adopted the special notes on matters involved in the company’s non-standard audit opinions;
The board of supervisors believes that the special explanation made by the board of directors on the matters involved in the audit report that cannot express opinions meets the requirements of the relevant provisions of the CSRC and Shenzhen Stock Exchange and the actual situation of the company. The board of supervisors agrees with the explanation made by the board of directors on the matters involved in the audit report issued by Dahua Certified Public Accountants (special general partnership), and will continue to pay attention to and supervise the relevant work of the board of directors and the management according to law, so as to safeguard the interests of the company and shareholders.
After voting: 3 in favor, 0 against and 0 abstention.
12、 Deliberated and adopted the special notes on matters involved in the company’s non-standard audit opinions and internal control audit report;
Special notes on matters involved in the report. The board of supervisors of the company believes that the special instructions of the board of directors are in line with the actual situation. The board of supervisors will earnestly perform its duties, urge the construction and effective operation of the company’s internal control system, continue to urge the board of directors and management to take effective measures to improve the level of corporate governance, strengthen internal control, solve relevant problems as soon as possible, eliminate relevant matters and their impact, and ensure the sustainable, stable and healthy development of the company, Earnestly safeguard the legitimate interests of investors.
After voting: 3 in favor, 0 against and 0 abstention.
13、 The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted.
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.
See the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
After voting: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenzhen Changfang Group Co.Ltd(300301) board of supervisors
April 29, 2022
