Securities code: Lingnan Eco&Culture-Tourism Co.Ltd(002717) securities abbreviation: Lingnan Eco&Culture-Tourism Co.Ltd(002717) Announcement No.: 2022025 Lingnan Eco&Culture-Tourism Co.Ltd(002717)
Announcement on the resolutions of the 46th meeting of the 4th 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.
1、 Meetings of the board of directors
Lingnan Eco&Culture-Tourism Co.Ltd(002717) (hereinafter referred to as "the company") the 46th meeting of the 4th board of directors was held in the conference room on the 10th floor of the company on April 29, 2022 (Friday). The notice of the meeting was sent to all directors by mail on April 18, 2022. There are 8 directors who should attend the meeting, and 8 directors actually attended the meeting. The meeting was presided over by Chairman Yin Hongwei, and some supervisors and senior executives of the company attended as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association. After careful consideration by all directors, the following resolutions were reached at the meeting:
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's 2021 annual report and its summary
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Annual report 2021 and its summary.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager of the company in 2021
The general manager reported the operation of the company in 2021 to the board of directors and made a statement on the future development plan. The board of directors considered and approved the report.
There were 0 affirmative votes and 8 abstention votes.
(III) deliberated and passed the proposal on the work report of the board of directors in 2021
Mr. Yun Wujun, Mr. Chen Jianhua and Mr. Huang Lei, the independent directors of the company, have submitted the report on their work in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. Board of directors of the company in 2021
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company's 2021 annual financial statement report
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Financial final accounts report of 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on profit distribution in 2021
According to the actual situation of the company's financial situation, operating results and cash flow, in order to ensure the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, after comprehensive consideration, the company plans not to distribute cash dividends, bonus shares or increase share capital with capital reserve in 2021, and the remaining undistributed profits will be carried forward to the next year.
Opinion of the board of directors: the company's profit distribution plan for 2021 is in line with the actual situation of the company and the relevant provisions of the CSRC, such as the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association, which is conducive to the normal operation and healthy long-term development of the company and does not damage the interests of the company's shareholders, especially small and medium-sized shareholders. Agree to the annual profit distribution plan and submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Announcement on profit distribution in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Independent opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors.
This proposal shall be submitted to the 2 / 3 special resolution of the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the special report on the deposit and use of the company's raised funds in 2021
After deliberation, the board of Directors believes that the deposit and actual use of the raised funds of the company in 2021 comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, and there is no illegal use of the raised funds. The board of directors approved the proposal.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Independent opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors.
The recommendation institution issued special verification opinions on this matter.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the proposal on the self evaluation report on internal control of the company in 2021 was deliberated and passed. The company has established a relatively perfect internal control system. The existing internal control system meets the needs of laws and regulations and the current production and operation of the company, and has been effectively implemented in operation and management. The self-evaluation report truly, comprehensively and objectively reflects the construction and operation of the company's internal control system.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Independent opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors.
The recommendation institution issued special verification opinions on this matter.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) the proposal on the self inspection form for the implementation of the company's internal control rules in 2021 was reviewed and approved. For details, please refer to the company's disclosure on cninfo.com.cn Self inspection form for the implementation of internal control rules in 2021.
There were 0 affirmative votes and 8 abstention votes.
(IX) deliberated and passed the proposal on applying for comprehensive credit line in 2022
In order to meet the needs of the company's operation and development, ensure the capital needs of the company's business development and improve the efficiency of investment and financing business, the total exposure limit of the company and its holding subsidiaries to apply for comprehensive credit from financial institutions including but not limited to banks, securities companies, insurance, trust, financial leasing, factoring and so on shall not exceed RMB 12 billion (the final credit line approved by each institution shall prevail), The credit varieties and businesses cover working capital loans (including medium and long-term), project loans, M & A loans, entrusted loans, letters of credit, bank acceptance bills, letter of guarantee, commercial bill discount and discount, factoring, guarantee, financial leasing, etc. (including but not limited to credit, loan, mortgage, pledge, etc.).
Authorize the chairman of the company to sign relevant credit and related series of contracts and agreements within the above credit line (including but not limited to signing credit, loan contract, pledge / mortgage contract and other legal documents) from the date of deliberation and approval of the 2021 annual general meeting of the company to the date of holding the 2022 annual general meeting of the company. The above comprehensive credit line shall be subject to the actual approved amount of relevant financial institutions. According to the actual needs of production and operation, the company will perform the corresponding approval procedures required by the company and relevant financial institutions, specifically operate various credit business varieties, and authorize the relevant financing departments to handle specific financing matters in combination with the actual situation.
There were 0 affirmative votes and 8 abstention votes.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the prediction of guarantee amount in 2022
According to the needs of the company's daily operation and business development funds, in order to ensure the smooth development of the business of corresponding subsidiaries and project companies, the company (including holding subsidiaries) plans to provide guarantees for subsidiaries and project companies when they apply for credit business and daily operation needs of financial institutions, including but not limited to bank credit, trust, financial leasing, factoring, letter of guarantee, etc., with a guarantee amount of no more than RMB 5.65 billion. The company (including its holding subsidiaries) follows the principle of prudent operation and has a clear authorization system and system process support when carrying out credit and guarantee. The validity period of the guarantee amount for subsidiaries and project companies is from the date of deliberation and approval of the company's annual general meeting in 2021 to the date of holding the annual general meeting in 2022.
Authorize the chairman of the company to appropriately adjust the guarantee amount of each company within the scope allowed by laws and regulations according to the actual business needs, and sign a series of relevant contracts, agreements and other documents within the above amount from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. The above amount shall be subject to the actual approved amount of relevant financial institutions. According to the actual needs of production and operation, the company will perform the corresponding approval procedures required by the company and relevant financial institutions, specifically operate various credit business varieties, and authorize the relevant financing departments to handle specific financing matters in combination with the actual situation.
The above proposal has been deliberated and approved by more than two-thirds of the directors present at the board of directors and approved by more than two-thirds of the independent directors.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Announcement on the prediction of guarantee amount and related guarantee amount in 2022.
There were 0 affirmative votes and 8 abstention votes.
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Independent opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors.
The recommendation institution issued special verification opinions on this matter.
This proposal shall be submitted to the 2 / 3 special resolution of the general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on the prediction of related party guarantee amount in 2022
The company plans to provide a guarantee of no more than 50 million yuan for the affiliated project company Shanghai four dimensional culture Group Co., Ltd. (hereinafter referred to as "four dimensional group"), and authorize the legal representative to sign specific guarantee documents within the limit. The term is from the date of deliberation and approval at the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
Yin Hongwei, the controlling shareholder and chairman of the board of directors of the company, and Gu Yutang, his spouse, hold Lingnan Investment Group Co., Ltd. through Guangzhou Lingnan Group Holdings Company Limited(000524) Group Co., Ltd. and indirectly control siziyuan group. According to the Listing Rules of Shenzhen Stock Exchange, siziyuan group is a related party of the company, and this guarantee constitutes a related party transaction. Yin Hongwei, a related director, avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions of prior approval and consent to this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Prior approval opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors.
The recommendation institution issued special verification opinions on this matter.
This proposal shall be submitted to the 2 / 3 special resolution of the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting.
（12） The proposal on the estimated related party transactions of the company in 2022 was deliberated and adopted
The expected related party transactions belong to the normal business scope of the company's production and operation activities, are the needs of the company's production and operation activities, and contribute to the development of the company's business. The transaction price between the company and related parties is fairly and reasonably determined according to the market conditions, and there is no behavior damaging the interests of the company and all shareholders. The amount of related party transactions accounts for a small proportion of the company's operating revenue and has no impact on the company's independence. The company will not rely on or be controlled by related parties for such business.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Announcement on the expected related party transactions of the company in 2022.
Voting results: 7 in favor, 0 against and 0 abstention. Mr. Yin Hongwei, a related director, avoided voting. The independent directors have expressed their prior approval opinions and consent opinions on this proposal. For details, please refer to the company's disclosure on cninfo.com.cn Prior approval opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the 46th meeting of the Fourth Board of directors.
The recommendation institution issued special verification opinions on this matter.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting.
（13） The proposal on the company's use of idle self owned funds for entrusted financial management in 2022 was deliberated and adopted
The company and its wholly-owned subsidiaries and holding subsidiaries intend to use idle self owned funds of no more than 300 million yuan for entrusted financial management. The investment period is within 12 months from the date of approval by the board of directors of the company. Within the above amount, the funds can be used on a rolling basis.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) Announcement on the company's use of idle self owned funds for entrusted financial management in 2022.
There were 0 affirmative votes and 8 abstention votes.
Independent directors have expressed their independent opinions on this proposal
