Securities code: Lanhai Medical Investment Co.Ltd(600896) securities abbreviation: ST Haiyi Announcement No.: pro 2022025 Lanhai Medical Investment Co.Ltd(600896)
Announcement on resolution and correction of the 12th meeting of the 10th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of supervisors
(I) Lanhai Medical Investment Co.Ltd(600896) (hereinafter referred to as “the company”) the 12th meeting of the 10th board of supervisors (hereinafter referred to as “the meeting”) was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) on April 28, 2022, the company sent the notice of the meeting and meeting materials by e-mail.
(III) the company held this meeting by teleconference on April 28, 2022.
(IV) three supervisors should attend the meeting and three supervisors actually attended the meeting.
(V) the meeting was presided over by Mr. Yao Zhong, chairman of the board of supervisors, and the Secretary of the board of directors, other senior managers and securities affairs representatives attended the meeting as nonvoting delegates. 2、 Deliberation at the meeting of the board of supervisors
By open ballot, the meeting considered and adopted the following matters:
(I) work report of the board of supervisors in 2021;
Voting results: 2 in favor, 0 against and 1 abstention.
(II) the company’s 2021 annual financial statement report;
Voting results: 2 in favor, 1 against and 0 abstention.
(III) the company’s 2021 profit distribution plan;
The board of supervisors held that: audited by Hexin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -28085706896 yuan, and the year-end cumulative balance of undistributed profit of the parent company was -96061627434 yuan.
In view of the negative year-end balance of the accumulated undistributed profits of the parent company in 2021, according to the articles of association and the relevant provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the company plans not to distribute profits or convert capital reserve into share capital in 2021.
Voting results: 2 in favor, 1 against and 0 abstention.
(IV) proposal on the company’s outstanding losses in 2021 exceeding one-third of the total paid in share capital;
The board of supervisors held that: according to the company’s 2021 annual audit report issued by Hexin Certified Public Accountants (special general partnership), the undistributed profit in the consolidated statements of the company on December 31, 2021 was -14384952105 yuan, the paid in share capital was 102480541900 yuan, and the amount of outstanding loss exceeded one third of the total paid in share capital.
Voting results: 2 in favor, 1 against and 0 abstention.
(V) proposal on the company’s 2021 annual report;
The board of supervisors believes that:
1. The preparation and review procedures of the company’s 2021 annual report comply with laws and regulations, the articles of association and various provisions of the company’s internal management system;
2. The content and format of the company’s 2021 annual report comply with the provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly, accurately and completely reflect the company’s business management and financial status in 2021 from all aspects;
3. During the preparation of the 2021 annual report, it was not found that the personnel involved in the preparation and deliberation of the annual report violated the confidentiality provisions.
Voting results: 1. Yes, 2. Abstention.
(VI) proposal on the company’s daily connected transactions in 2021 and the expected daily connected transactions in 2022;
The board of supervisors believes that the deliberation and voting procedures of this related party transaction of the company are legal, compliant, fair and reasonable, and the price of the related party transaction is fair, which does not affect the independence of the company and does not damage the interests of the company and other shareholders.
Voting results: 2 in favor, 1 against and 0 abstention.
(VII) proposal on the special report on the deposit and actual use of the company’s raised funds in 2021; The report truly and objectively reflects the deposit and use of the company’s raised funds in 2021. The use of the company’s raised funds violates the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the relevant provisions on the use and management of raised funds in the company’s measures for the management of raised funds, which has instructed the company to make rectification, and the company has not completed the rectification before the date of the report.
Voting results: 2 in favor, 1 against and 0 abstention.
(VIII) self evaluation report on internal control of the company in 2021;
The board of supervisors considers that the rectification of all major defects in the company’s internal control system has not been completed on the date of issuance of the company’s internal control report according to the requirements of the company’s internal control standard, and the board of supervisors considers that all major defects have not been rectified according to the company’s internal control system..
Voting results: 2 in favor, 1 against and 0 abstention.
(IX) proposal on the first quarter report of the company in 2022;
The board of supervisors believes that:
1. The preparation and review procedures of the company’s report for the first quarter of 2022 comply with the provisions of laws, regulations, the articles of association and the company’s internal management system;
2. The content and format of the company’s report for the first quarter of 2022 comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s business management and financial status in the first quarter of 2022 from all aspects;
3. During the preparation of the report for the first quarter of 2022, no personnel of the company who participated in the preparation and review of the report for the first quarter of 2022 were found to have violated the confidentiality provisions.
Voting results: 2 in favor, 1 against and 0 abstention.
(x) the company’s proposal on the proposed cancellation of share repurchases and reduction of registered capital;
The board of supervisors believes that the cancellation of the repurchased shares will not have a significant impact on the company’s financial status and operating results, there will be no damage to the interests of the company and the rights of small and medium-sized investors, the equity distribution of the company will not meet the listing conditions, and the listing status of the company will not be affected.
Voting results: 3 in favor, 0 against and 0 abstention.
Mr. Zeng Wen, the supervisor, voted against proposals 2, 3, 4, 5, 6, 7, 8 and 9 of the board of supervisors. The reasons for abstention of proposal 1 are as follows:
“Huang Jian, the dispatched director and Zeng Wen, the dispatched supervisor of China Shipping Group Co., Ltd., have been actively and diligently performing the duties of directors and supervisors, and have always adhered to the original intention and goal that listed companies must operate in accordance with the law and develop in a sustainable and healthy manner.
We have repeatedly reminded the board of directors and supervisors of listed companies that listed companies should gather their main business and operate steadily, actively improve their marketing and customer development capabilities, so as to make the source of income of the company’s main business real and achieve high-quality growth. At the beginning of 2022, the legal representative of the company was unable to perform his duties. After receiving the notice of the relevant meeting of the listed company, we immediately proposed to the company that we should communicate with the regulatory authority and faithfully fulfill the obligation of information disclosure in accordance with the law.
The board of directors and supervisors dispatched by China Shipping fulfilled the approval procedures in accordance with the commercial essence during the two matters submitted to the board of directors for consideration: the loan project of Hefeng hospital (reviewed and approved by the 11th meeting of the 10th board of directors of the company) and the purchase of office building held by Kunming Jinhui by Lanhai enterprise, a wholly-owned subsidiary of the company (reviewed and approved by the 13th meeting of the 10th board of directors of the company), In the loan project of Hefeng hospital, it is proposed that the loan shall be made in the same proportion according to the share ratio and strictly used for the construction of Hefeng hospital. In the purchase of office building project, Lanhai medical is required to verify whether Kunming Jinhui has an association relationship with the controlling shareholder, and the company is requested to supplement the feasibility study report of the project. In the above two projects, the company failed to comply with the requirements for the use of funds in the deliberation plan and announcement of the board of directors of the company, and failed to verify the related relationship according to the requirements of shareholders, directors and supervisors.
In addition to the above two board meetings, the directors and supervisors dispatched by China shipping and China Shipping were unaware of other audit situations found by the company’s annual audit accountants. The above practices of the company’s management also infringed on the interests of state-owned shareholders. Through the first draft of the company’s audit, we learned for the first time that the company’s annual report was issued with a qualified opinion report and the company’s internal control was issued with a negative report. We immediately reported to China shipping and asked the company to report the matter to the regulatory authorities. After receiving the regulatory letter from Shanghai Stock Exchange, we urged the company to verify the situation one by one and disclose the information truthfully.
The auditor of the company’s annual report and Xin certified public accountants have issued a qualified audit report on the company’s annual report, and believe that the company has problems such as the occupation of non operating funds by related parties, the recognition of income, the recoverability of large amounts of other receivables and so on; The report issued a negative opinion on the internal control, believing that the company failed to maintain effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations, and some large capital payments of the company were not implemented in accordance with the specified approval process and authority, resulting in the occupation of non operating funds by controlling shareholders and related parties. As a shareholder of Linhai medical, China shipping is unable to obtain sufficient evidence from all parties to prove the authenticity of the company’s business data and related party transactions; Unable to distinguish the compliance of the company’s internal control system and the use of raised funds except for the matters disclosed by the company; The rationality of the company’s large impairment of assets cannot be recognized from the existing materials. The directors and supervisors dispatched by China shipping can not guarantee the compliance, authenticity, accuracy and integrity of the relevant contents of the proposals related to the company’s business data, internal control system, related party transactions, provision for impairment, use of raised funds, corporate governance and so on. “
Items 1 to 6 and 10 of the above proposals shall be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Lanhai Medical Investment Co.Ltd(600896) board of supervisors April 30, 2022
