Securities code: Lonkey Industrial Co.Ltd.Guangzhou(000523) securities abbreviation: ST Langqi Announcement No.: 2022018 Lonkey Industrial Co.Ltd.Guangzhou(000523)
Announcement of resolutions of the 12th meeting of the 10th 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
Lonkey Industrial Co.Ltd.Guangzhou(000523) the board of directors issued the notice of convening the 12th meeting of the 10th board of directors by e-mail on April 12, 2022, and held the meeting on site in conference room 5 of the company on April 28, 2022. There are 6 directors due and 6 directors actually due, accounting for 100% of the number of directors due. The meeting was presided over by Chairman Zhao biqiu, and all supervisors attended the meeting as nonvoting delegates. If the total number of voting directors exceeds the provisions of the company's articles of association and the relevant laws and regulations, the voting number shall be more than one-half of the total number of voting directors.
2、 Deliberations of the board meeting
1. Deliberated and adopted the work report of the board of directors in 2021; (the voting result was 6 in favor, 0 against and 0 abstention.)
Mr. Xing Yiqiang and Mr. Xie min, independent directors of the 10th board of directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors. Mr. Xing Yiqiang and Mr. Xie min will report on their duties at the 2021 annual general meeting of shareholders of the company. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The report on the work of the board of directors in 2021 and the report on the work of independent directors in 2021 disclosed on the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and approved the company's financial final accounts for 2021; (the voting result was 6 in favor, 0 against and 0 abstention.)
According to the audit confirmation of zhongzhixin certified public accountants, at the end of 2021, the total assets of the company were 2.707 billion yuan, a decrease of 20.36% over the beginning of the year; The shareholders' equity attributable to the parent company is 1.040 billion yuan; During the reporting period, the company's operating revenue was 2.586 billion yuan, a decrease of 22.01% over the same period last year; The net profit attributable to the shareholders of the parent company was 1.455 billion yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was - 190 million yuan.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and adopted the company's annual report 2021 and the summary of the annual report 2021; (the voting result was 6 in favor, 0 against and 0 abstention.)
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The 2021 annual report and the 2021 annual report summary disclosed on the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Review the company's report for the first quarter of 2022; (the voting result was 6 in favor, 0 against and 0 abstention.)
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The first quarter report of 2022 disclosed on.
5. Deliberated and approved the 2021 annual internal control self evaluation report of the company; (the voting result was 6 in favor, 0 against and 0 abstention.)
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed on.
6. Reviewed and approved the 2021 profit distribution plan of the company; (the voting result was 6 in favor, 0 against and 0 abstention.)
By the end of 2021, the company's profit available for distribution at the end of the reporting period was negative and did not meet the conditions for cash dividends. Considering the long-term development of the company, the interests of shareholders and other factors, combined with the actual operation of the company, the company proposed that the profit distribution plan of the company in 2021 was not to distribute profits or convert capital reserve into share capital. In the future, after the company meets the relevant conditions for profit distribution, the company will conduct profit distribution in strict accordance with relevant laws and regulations and the articles of association, comprehensively consider various factors related to profit distribution, and from the perspective of being conducive to the development of the company and the return of investors. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Special instructions on no profit distribution in 2021 disclosed on the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on the application of the company and its subsidiaries for comprehensive credit line from the bank; (the voting result was 6 in favor, 0 against and 0 abstention.)
According to the needs of the sustainable development of the company's production and operation, the board of directors agreed that the company and its subsidiaries (subsidiaries refer to the holding company within the scope of the company's consolidated statements) apply to relevant banks for a comprehensive credit line with a total amount of no more than RMB 1 billion (including this amount). For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on the application of the company and its subsidiaries for comprehensive credit line from the bank disclosed on the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and approved the proposal on the prediction of daily connected transactions in 2022; (Zhong Lianjun and Huang Zhaobin, two related directors, abstained from voting. The voting results of the other four directors were 4 in favor, 0 against and 0 abstention.)
The expected events of daily related party transactions in 2022 meet the needs of the company's business development and strategic planning, and are conducive to the development of the company's business. The transaction price follows the principles of objectivity, impartiality, equality, voluntariness and mutual benefit. The price is fair and will not have an adverse impact on the company's business performance, and there is no damage to the interests of the company and other non related shareholders, especially small and medium-sized shareholders. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The 2022 forecast announcement of daily connected transactions disclosed on the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and approved the company's proposal on the provision for asset impairment and credit impairment in 2021; (the voting result was 6 in favor, 0 against and 0 abstention.)
After the company and its subsidiaries conducted a comprehensive inventory and asset impairment test of assets with possible signs of impairment at the end of 2021, including accounts receivable, other receivables, inventory, fixed assets and long-term equity investment, based on the principle of prudence, the company accrued a total of 11848946664 yuan of credit impairment reserves, 5929739723 yuan of asset impairment reserves and 17778686387 yuan of two items in 2021.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on the provision for asset impairment and credit impairment in 2021 disclosed on the.
10. Deliberated and passed the company's proposal on subsidiaries continuing to carry out futures hedging business; (the voting result was 6 in favor, 0 against and 0 abstention.)
In order to make full use of the hedging function of the futures market, avoid and reduce the operation risk caused by the price fluctuation of raw materials, ensure the relative stability of product costs and reduce the impact on normal production and operation. The board of directors agrees that the subsidiary Guangzhou Huatang Food Co., Ltd. will continue to carry out futures hedging business and plans to invest no more than RMB 40 million in margin. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on subsidiaries continuing to carry out futures hedging business disclosed on the.
11. Deliberated and passed the company's proposal on adjusting the company's structure; (the voting result was 6 in favor, 0 against and 0 abstention.)
According to the needs of the company's operation and management, promote flat management and improve management efficiency. After research and decision of the company, the business structure and organizational structure of Longqi's headquarters are adjusted and optimized. The adjusted functional departments are set as "six departments, one room, one office and one center", which are respectively the Secretariat of the board of directors, the company's office, human resources department, finance department, legal compliance department, audit internal control department, public relations and media department, business development department Technology center.
12. Deliberated and passed the proposal on Amending the working system of independent directors of the company; (the voting result was 6 in favor, 0 against and 0 abstention.)
According to the rules for independent directors of listed companies issued by China Securities Regulatory Commission on January 5, 2022, the company revised the working system of Lonkey Industrial Co.Ltd.Guangzhou(000523) independent directors at the same time. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Work system of Lonkey Industrial Co.Ltd.Guangzhou(000523) independent directors disclosed in the.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. Deliberated and passed the company's proposal on Amending the registration management system for insiders; (the voting result was 6 in favor, 0 against and 0 abstention.)
The company revised the registration and management system of Lonkey Industrial Co.Ltd.Guangzhou(000523) insiders in accordance with the guidelines for the supervision of listed companies No. 5 - registration and management system of insiders of listed companies issued by China Securities Regulatory Commission on January 5, 2022. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Registration management system for insiders of Lonkey Industrial Co.Ltd.Guangzhou(000523) inside information disclosed in the.
14. Review the company's proposal on Amending the management system for the use of raised funds; (the voting result was 6 in favor, 0 against and 0 abstention.)
The company revised the Lonkey Industrial Co.Ltd.Guangzhou(000523) raised funds use management system simultaneously in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) issued by the China Securities Regulatory Commission on January 5, 2022 and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board issued by the Shenzhen Stock Exchange on January 7. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Management system for the use of Lonkey Industrial Co.Ltd.Guangzhou(000523) raised funds disclosed in the.
15. Deliberated and approved the proposal on early accounting errors and retroactive adjustment of the company; (the voting result was 6 in favor, 0 against and 0 abstention.)
The correction of the company's accounting errors complies with the provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and correction of errors, the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and relevant disclosure of financial information and other relevant documents of the China Securities Regulatory Commission, and the corrected information can more objectively and fairly reflect the company's financial situation and operating results. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on correction of previous accounting errors, 2018 annual report, 2019 annual report and 2020 annual report disclosed on the. 16. Deliberated and passed the company's proposal on applying for cancellation of delisting risk warning and other risk warnings; (the voting result was 6 in favor, 0 against and 0 abstention.)
The company's 2021 annual audit report issued by Guangdong zhongzhixin Certified Public Accountants (special general partnership) shows that the net assets attributable to the shareholders of the listed company at the end of 2021 are 104001223347 yuan, and the delisting risk warning of the company's stock trading due to the negative audited net assets at the end of 2020 has been eliminated. Guangdong zhongzhixin Certified Public Accountants (special general partnership) issued the special audit report on the elimination of the impact of the matters mentioned in the negative opinion of the company's internal control audit report in 2020, and issued the internal control audit report with standard unqualified opinion on the internal control in 2021, The situation that the company's stock trading was subject to other risk warnings due to the negative internal control audit report in 2020 has been eliminated. Therefore, the company applied to Shenzhen Stock Exchange to cancel the "delisting risk warning" and "other risk warning" implemented for the company's stock trading. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on application for cancellation of delisting risk warning and other risk warnings disclosed on.
17. Deliberated and passed the company's proposal on eliminating the impact of matters involved in early non-standard audit opinions; (the voting result was 6 in favor, 0 against and 0 abstention.)
Guangdong zhongzhixin Certified Public Accountants (special general partnership) issued the audit report on the elimination of the impact of matters related to the company's previous non-standard audit opinions. The board of directors made a special explanation on the elimination of the impact of matters related to the previous non-standard audit opinions. The board of supervisors carefully reviewed the special explanation issued by the board of directors, and the independent directors also issued independent opinions on the special explanation issued by the board of directors. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Special instructions of the board of directors on the elimination of the impact of matters involved in previous non-standard audit opinions disclosed on the.
18. Deliberated and passed the company's proposal on the elimination of the impact of the matters mentioned in the negative opinion of the internal control audit report in 2020; (the voting result was 6 in favor, 0 against and 0 abstention.)
