Original title: Mona LisaThird quarter report of Group Co., Ltd. 2021
The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
Tips for important content:
1. The board of directors, the board of supervisors and directors, supervisors and senior managers guarantee that the quarterly report is true, accurate and complete, that there are no false records, misleading statements or major omissions, and bear individual and joint and several legal liabilities.
two。 The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting organization (accounting officer) declare that the financial information in the quarterly report is true, accurate and complete.
3. Is the third quarter report audited?
-is it a tick?
I. Major financial data
(I) key accounting data and financial indicators
Does the company need to retroactively adjust or restate the accounting data of previous years
-is it a tick?
■
(2) items and amounts of non-recurrent profit and loss
Tick applicable-not applicable
Unit: yuan
■
Details of other profit and loss items that meet the definition of non-recurring profit and loss:
Tick applicable-not applicable
Other profit and loss items that meet the definition of non-recurring profit and loss include "personal income tax service fee refund" and "VAT reduction for recruiting retired soldiers".
A fact sheet defining the non-recurring profit and loss items enumerated in the explanatory announcement No. 1 / 11 of the Company Information Disclosure of publicly issued Securities as recurrent profit and loss items
-the applicable square is not applicable.
There is no situation in which the non-recurring profit and loss items listed in the explanatory announcement No. 1 / 11 of the Company Information Disclosure of publicly issued Securities are defined as recurrent profit and loss items.
(3) the situation and reasons for the changes in major accounting data and financial indicators
Tick applicable-not applicable
■
II. Shareholder information
(1) the total number of shareholders of ordinary shares and the number of preferred shareholders whose voting rights have been restored and the shareholdings of the top 10 shareholders
Unit: shares
■
(2) the total number of shareholders of the company's preferred shares and the shareholdings of the top 10 preferred shareholders
-the applicable square is not applicable.
III. Other important matters
Tick applicable-not applicable
(1) Public issuance of convertible corporate bonds
On July 12, 2021, the 72nd working meeting of the 18th issuance Review Committee of the China Securities Regulatory Commission examined the company's application for public issuance of convertible corporate bonds. According to the results of the meeting, the company's application for public issuance of convertible corporate bonds was examined and approved. And received the approval of the Mona Lisa Group Co., Ltd. to issue convertible bonds issued by the China Securities Regulatory Commission on August 2, 2021 (Securities Regulatory Commission's permission).[2021]On the 2510, the approved company issued convertible corporate bonds with a total face value of 1.16893 billion yuan to the public with a maturity of 6 years. For details, please see the relevant announcements disclosed by the company in Juchao Information Network (www.cninfo.com.cn) on July 13, 2021 and August 3, 2021 respectively.
On August 11, 2021, the company held the third meeting of the third session of the Board of Directors and the third meeting of the third session of the Board of Supervisors. The bills on further clarifying the specific plan for the public issuance of convertible corporate bonds by companies, the bill on the listing of convertible corporate bonds publicly issued by companies, and the bill on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a regulatory agreement on fund-raising were examined and passed respectively. And on August 12, it published the "prospectus for the public issuance of convertible corporate bonds" and the summary, "public issuance of convertible corporate bonds issue announcement" and other related documents, clear the convertible bond issuance plan. For details, please see the relevant announcement disclosed by the company on August 12, 2021 in Juchao Information Network (www.cninfo.com.cn) and Securities Times.
On August 16, 2021, August 17, 2021, August 18, 2021, and August 20, 2021, the company published "reminder announcement of Public issuance of Convertible Corporate Bonds" on Juchao Information Network (www.cninfo.com.cn) and "Securities Times" respectively. "Public offering convertible corporate bonds online success rate and priority placement result announcement", "public offering convertible corporate bonds online winning result announcement", "public offering convertible corporate bonds online winning result announcement", "public offering convertible corporate bonds online winning announcement", "announcement of online winning results of public issuance of convertible corporate bonds", Announcement on the results of Public issuance of Convertible Bonds. According to the results of the issue, the convertible bonds issued by the company are referred to as "Mona convertible bonds" for short.The bond code is "127044", and 11.6893 million pieces of bonds are actually issued, each with a face value of 100.00 yuan, and the total amount of funds raised is 1.16893 billion yuan.
On September 14, 2021, the company disclosed relevant documents such as "Mona Lisa Group Co., Ltd. publicly issued convertible bonds listing notice" on www.cninfo.com.cn, and "Mona convertible bonds" was listed on September 16, 2021.
This convertible bond issue is in line with the company's strategic development plan, and the implementation of the investment project is conducive to optimizing and upgrading the regional layout of the company's ceramic production base, effectively enriching the categories of the company's building ceramic products, and realizing the complementary advantages of the product structure. further improve the level of digital information management and warehousing capacity, achieve the improvement of management level and operational efficiency, so as to enhance the company's core competitiveness. It is an important part of the strategic layout of the company and is of great significance to the development of the company.
(2) the implementation of the company's restricted stock incentive plan in 2021
In order to further establish and improve the company's long-term incentive mechanism, attract and retain talents, and fully mobilize the enthusiasm of the company's middle managers and core technical (business) personnel, the company held the 42nd meeting of the second session of the board of directors and the 32nd meeting of the second board of supervisors on June 22, 2021. After deliberating and passing relevant motions such as the draft of the 2021 restricted Stock incentive Plan of Mona Lisa Group Co., Ltd. and its summary, the independent directors expressed their independent opinions on whether this incentive plan was conducive to the sustainable development of the company and whether it harmed the interests of the company and all shareholders, and openly solicited the right to vote. For details, please see the relevant announcement disclosed by the company on June 23, 2021 on the Juchao Information Network (www.cninfo.com.cn).
From June 23, 2021 to July 2, 2021, the company announced the "list of incentive recipients for the first time awarded under the 2021 restricted Stock incentive Plan" in its internal OA office system. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive targets of the incentive plan. In addition, the board of supervisors checked the list of incentives under this incentive plan and disclosed the "notice and verification opinion of the board of supervisors on the list of incentives awarded for the first time under the restricted stock incentive plan in 2021" on July 9, 2021.
On July 13, 2021, the company held its fourth interim shareholders' meeting in 2021, and examined and adopted relevant motions such as the draft restricted Stock incentive Plan of Mona Lisa Group Co., Ltd. 2021 and its summary. The company determines that the restricted stock incentive plan for 2021 is: the number of restricted shares granted to the incentive target is 5.42 million shares. Among them, 4.42 million restricted shares were granted to 49 eligible incentive subjects for the first time, 1 million shares were reserved, and the price was 15.38 yuan per share for the first time. the restricted period for the first grant of restricted stock is 12 months, 24 months and 36 months respectively from the date of the restricted stock listing. For details, please see the relevant announcement disclosed by the company on July 14, 2021 on the Juchao Information Network (www.cninfo.com.cn).
On July 16, 2021, the company held the second meeting of the third session of the Board of Directors and the second meeting of the third session of the Board of Supervisors, and examined and passed the "Bill on granting restricted shares to incentive targets for the first time", agreeing that the company will grant 4.42 million restricted shares to 49 incentive targets at the grant price of 15.38 yuan per share. The independent directors of the company expressed their independent opinions on the above matters, and the board of supervisors verified the list of persons to be encouraged again. For details, please see the relevant announcement disclosed by the company on July 17, 2021 on the Juchao Information Network (www.cninfo.com.cn).
On September 24, 2021, the company completed the grant and registration of the above 4.42 million restricted shares, and the listing date is September 24, 2021, and the shares are derived from A shares of the company's A shares issued by the company to the incentive target. For details, please see the relevant announcement disclosed by the company on the Juchao Information Network (www.cninfo.com.cn) on September 23, 2021.
(3) the business dealings between the company and Evergrande Group and its member enterprises
The company previously had business relations with Evergrande Group and its member enterprises, and Evergrande Group purchased ceramic tiles and other products from the company. Recently, due to the cash flow difficulties of Evergrande Group, commercial acceptance bills are overdue. As of September 30, 2021, the company and Evergrande Group still have accounts receivable and notes receivable balance of 17.7528 million yuan, of which commercial acceptance bills receivable is 16.6563 million yuan. The amount of overdue acceptance bills is 14.1303 million yuan. The company is negotiating with Evergrande Group to find a corresponding solution. The company does not rule out safeguarding the legitimate rights and interests of the company and the majority of investors through property preservation, legal litigation and other means.
(4) the holding subsidiaries are affected by power cuts
Due to the shortage of power supply, Guangxi Mona Lisa New Materials Co., Ltd. (hereinafter referred to as "Guimeng Company"), a subsidiary of the company, has made temporary production suspension arrangements, as detailed in the "announcement on the impact of power cuts on holding subsidiaries" published by the company on September 14, 2021 on http://www.cninfo.com.cn, the designated information disclosure media.
With the orderly dispatching of electric power in Guangxi, the production of Guimeng Company has gradually resumed. On September 21, 2021, Guimeng Company implemented the off-peak production measure of opening five production lines and stopping two production lines, and the total daily production capacity of the five production lines restored was about 125000 square meters, and then the remaining production lines were restored according to the local power improvement and dispatching situation.
Fourth, quarterly financial statements
(1) Financial statements
1. Consolidated balance sheet
Organization: Mona Lisa Group Co., Ltd.
September 30, 2021
Unit: yuan
■
Legal representative: Xiao Hua is in charge of accounting work: Tan Shuping is in charge of accounting office: Liang Fuping
2. Profit statement from the beginning of the merger to the end of the reporting period
Unit: yuan
■
■
In the case of a business merger under the same control in the current period, the net profit realized by the merged party before the merger is 0 yuan, and the net profit realized by the merged party in the previous period is 0 yuan.
Legal representative: Xiao Hua is in charge of accounting work: Tan Shuping is in charge of accounting office: Liang Fuping
3. Consolidated statement of cash flows from the beginning of the year to the end of the reporting period
Unit: yuan
■
(2) statement on the adjustment of the financial statements
1. The first implementation of the new lease standard adjustment since 2021, the first implementation of the relevant projects in the financial statements at the beginning of the year.
Tick applicable-not applicable
Does the balance sheet account need to be adjusted at the beginning of the year?
Tick Yes-No
Consolidated balance sheet
Unit: yuan
■
■
Adjustment description
2. The retrospective adjustment of the new lease standard for the first time since 2021 is explained by the comparative data in the earlier period.
-the applicable square is not applicable.
(3) Audit report
Is the third quarter report audited?
-is it a tick?
The company's third quarter report is unaudited.
Board of Directors of Mona Lisa Group Co., Ltd.
October 27, 2021
Securities Code: 002918 Securities abbreviation: Mona Lisa announcement No.: 2021-145
Bond code: 127044 bond abbreviation: Mona convertible bond
Mona Lisa group co., Ltd.
Announcement of the resolution of the sixth meeting of the third session of the Board of Directors
The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
I. the convening of the meeting of the board of directors
The sixth meeting of the third session of the Board of Directors of Mona Lisa Group Co., Ltd. (hereinafter referred to as "the Company") was held on October 26, 2021 in the conference room of Athens College on the second floor of the company's office building. the notice of the meeting was sent on October 22, 2021 by personal service, fax, e-mail, telephone, etc. The meeting was presided over by Mr. Xiao Hua, chairman of the board, 9 directors should attend the meeting, 9 directors actually attended the meeting, and all the supervisors and senior managers of the company attended the meeting as non-voting delegates. The convening and convening of the meeting is in accordance with the provisions of the Company Law, the articles of Association of the Company and relevant laws, administrative regulations, departmental rules and normative documents, and the meeting is legal and valid.
II. Deliberations at board meetings
After deliberation by the directors at the meeting, the following motion was examined and passed by division:
1. Deliberated and adopted the "Bill on the third quarter report of 2021"
The "third quarter report 2021" is detailed in the announcements disclosed by the company in the designated information disclosure media China Securities Journal, Securities Times and www.cninfo.com.cn on October 27, 2021.
The result of the vote: 9 votes for, 0 votes against, 0 abstention.
2. Deliberated and adopted the bill on depositing and raising funds in the form of agreed deposits.
It is agreed that the company and its holding subsidiary shall deposit the balance of the funds raised by the public issuance of convertible corporate bonds in the form of agreed deposits without affecting the normal implementation progress of the investment project. Details can be found in the relevant announcements disclosed by the company in the designated information disclosure media "China Securities News", "Securities Times" and Juchao Information Network (www.cninfo.com.cn) on October 27, 2021.
The result of the vote: 9 votes for, 0 votes against, 0 abstention.
III. Documents for reference
1. Resolution of the sixth meeting of the third session of the Board of Directors.
It is hereby announced.
Board of Directors of Mona Lisa Group Co., Ltd.
October 27, 2021
Securities code: 002918 securities abbreviation: Mona Lisa announcement code: 2021-146,
Bond code: 127044 bond abbreviation: Mona convertible bond
Mona Lisa group co., Ltd.
Announcement of the resolution of the sixth meeting of the third session of the Board of Supervisors
The Company and all members of the board of supervisors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
I. the convening of the meeting of the board of supervisors
The sixth meeting of the third session of the Supervisory Board of Mona Lisa Group Co., Ltd. (hereinafter referred to as "the Company") was held on October 26, 2021 in the conference room of Athens College on the second floor of the company's office building. The notice of the meeting was sent to all supervisors by personal service, fax, e-mail and telephone on October 22, 2021. The meeting was convened and presided over by Ms. Cai Lili, chairman of the board of supervisors. 3 supervisors should be present, 3 supervisors were actually present, and the secretary of the company's board of directors attended the meeting as non-voting delegates. The convening and convening procedures of the meeting comply with the provisions of the Company Law, the articles of Association and relevant laws, administrative regulations, departmental rules and normative documents, and the meeting is legal and valid.
II. Deliberation of the meeting of the board of supervisors
After careful consideration by the supervisors at the meeting, the following motion was passed by division:
1. Deliberated and adopted the "Bill on the third quarter report of 2021"
After examination, the board of supervisors of the company considers that the procedures for compiling and reviewing the company's report for the third quarter of 2021 by the board of directors are in line with laws, administrative regulations and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The "third quarter report 2021" is detailed in the announcements disclosed by the company in the designated information disclosure media China Securities Journal, Securities Times and www.cninfo.com.cn on October 27, 2021.
The result of the vote: 3 votes for, 0 votes against, 0 abstention.
2. Deliberated and adopted the bill on depositing and raising funds in the form of agreed deposits.
After verification, the board of supervisors believes that without affecting the normal implementation progress of the company's fund-raising project, the company and its holding subsidiaries shall deposit the balance of the funds raised by the public issuance of convertible corporate bonds in the form of agreed deposits, which is conducive to improving the efficiency of the use of raised funds and increasing storage income, and there is no case of infringing upon the interests of the company's shareholders, especially the interests of minority shareholders.
Details can be found in the relevant announcements disclosed by the company in the designated information disclosure media "China Securities News", "Securities Times" and Juchao Information Network (www.cninfo.com.cn) on October 27, 2021.
The result of the vote: 3 votes for, 0 votes against, 0 abstention.
III. Documents for reference
1. Resolution of the sixth meeting of the third session of the Board of Supervisors.
It is hereby announced.
Board of supervisors of Mona Lisa Group Co., Ltd.
October 27, 2021
Securities Code: 002918 Securities abbreviation: Mona Lisa announcement No.: 2021-148
Bond code: 127044 bond abbreviation: Mona convertible bond
Mona Lisa group co., Ltd.
About depositing and raising funds in the form of agreed deposits
Announcement
The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
Mona Lisa Group Co., Ltd. (hereinafter referred to as "the company") held the sixth meeting of the third session of the Board of Directors and the sixth meeting of the third session of the Board of Supervisors on October 26, 2021, respectively examined and passed the "motion on deposit and collection of funds in the form of agreed deposits", and agreed that the company and its holding subsidiaries would not affect the normal implementation progress of the fund-raising project. The balance of deposits raised by the public issuance of convertible corporate bonds shall be deposited in the form of agreed deposits. The details are as follows:
I. the basic situation of raising funds
With the approval of the China Securities Regulatory Commission on the approval of the Public issuance of Convertible Bonds by Mona Lisa Group Co., Ltd. (Securities Regulatory Commission permission[2021]2510) approved that the company publicly issued convertible corporate bonds of 1.16893 billion yuan (hereinafter referred to as "this issue"), with a term of 6 years. A total of 11689300 convertible corporate bonds were actually issued, each with a face value of 100.00 yuan, and the total amount of funds raised was 1168930000 yuan. The net amount of the above raised funds after deducting the issuance expenses excluding tax was received on August 20, 2021 and examined by Tianjian Accounting firm (Special General Partnership). A "verification report" was issued on August 21, 2021.[2021]No. 7-82). The company and its holding subsidiaries shall carry out special account management on the deposit and use of the raised funds, and have signed the Tripartite Supervision Agreement on raising funds with the sponsor institution and the deposit bank of the raised funds.
According to the prospectus for the public issuance of convertible bonds by Mona Lisa Group Co., Ltd., the net amount of funds raised by the company after deducting the issuance expenses will be used for the following investment projects:
Unit: ten thousand yuan
■
II. The use of funds raised by convertible bonds and the reasons for idleness
As of September 30, 2021, the company has used a total of 735.2784 million yuan to raise funds for the public issuance of convertible corporate bonds (including the amount of investment projects raised by the company in advance with self-raised funds and the amount of issuance fees paid). The balance of raised funds is 420.8905 million yuan (including the net amount of accumulated bank deposit interest minus bank handling fees, etc.).
As the construction of the fund-raising investment project needs a certain cycle, according to the construction progress of the fund-raising investment project, some of the funds raised are idle at the present stage.
III. The basic situation of depositing and raising funds in the form of agreed deposits this time.
In order to improve the efficiency of the use of raised funds, increase storage income and protect the rights and interests of investors, according to the relevant laws, regulations and normative documents such as the Regulatory guidelines for listed companies No. 2-Regulatory requirements for the Management and use of funds raised by listed companies, the guidelines for the standardized Operation of listed companies on Shenzhen Stock Exchange, and the relevant provisions of the Tripartite Supervision Agreement signed by the company. Without affecting the normal implementation progress of the investment project raised by the company, the company and its holding subsidiary intend to deposit the balance of the funds raised by the public issuance of convertible corporate bonds in the form of agreed deposits, and authorize the chief financial officer of the company to adjust the balance of the agreed deposit according to the use of the raised funds in the investment plan, for a period of not more than 12 months from the date of approval of the company's board of directors. The accounts of the company and its holding subsidiaries to deposit the raised funds in the form of agreed deposits are as follows:
■
Fourth, the impact on the operation of the company
The company and its holding subsidiary deposit part of the unused fund-raising funds in the form of agreed deposits without affecting the normal implementation progress of the fund-raising project and on the premise of ensuring the safety of the funds raised, which is conducive to improving the efficiency of the use of raised funds and increasing storage income, which is in line with the interests of the company and all shareholders.
V. Investment risks and risk control measures
The company and its holding subsidiaries deposit part of the unused raised funds in the form of agreed deposits with high security, good liquidity and controllable risk. In accordance with the principle of separation of decision-making, execution and supervision functions, the company has established sound business examination and approval and execution procedures to ensure the effective development and standardized operation of agreed deposits, and to ensure the safety of funds raised. Independent directors and the board of supervisors shall have the right to supervise and inspect the use of funds and, if necessary, employ professional institutions to conduct audits.
VI. Decision-making procedures and related opinions
(1) deliberations of the board of directors
The company held the sixth meeting of the third session of the board of directors on October 26, 2021, examined and passed the "motion on depositing and raising funds in the form of agreed deposits" and agreed that the company and its holding subsidiaries, without affecting the normal implementation progress of the fund-raising project, deposit the balance of the funds raised by the public issuance of convertible corporate bonds in the form of agreed deposits.
(2) deliberation of the board of supervisors
The company held the sixth meeting of the third session of the Supervisory Board on October 26, 2021, and examined and adopted the "Bill on depositing and raising funds in the form of agreed deposits". After verification, the board of supervisors believes that without affecting the normal implementation progress of the company's fund-raising project, the company and its holding subsidiaries shall deposit the balance of the funds raised by the public issuance of convertible corporate bonds in the form of agreed deposits, which is conducive to improving the efficiency of the use of raised funds and increasing storage income, and there is no case of infringing upon the interests of the company's shareholders, especially the interests of minority shareholders.
(3) opinions of independent directors
After verification, the independent directors believe that: on the premise of ensuring that the plan for the development and use of the raised funds will not be affected, the company and its holding subsidiaries will deposit the unused raised funds in the form of agreed deposits, which will help to improve the efficiency of the use of the raised funds. increase storage income, there is no harm to the interests of the company and all shareholders, especially minority shareholders. It conforms to the relevant regulations such as the Regulatory requirements for the Management and use of funds raised by listed companies No. 2 and the guidelines for the standardized Operation of listed companies on the Shenzhen Stock Exchange. This time, the unused raised funds will be deposited in the form of agreed deposits, and there will be no change or disguised change in the use of the raised funds, which will not affect the normal operation of the investment plan of the raised funds. Therefore, we agree that the company and its holding subsidiaries will deposit the unused raised funds in the form of agreed deposits.
(4) Verification opinions of sponsor agencies
After verification, the sponsor believes that the company and its holding subsidiaries will deposit the raised funds in the form of agreed deposits, which will not affect the normal operation of the investment projects of the raised funds, and there is no act of changing the use of the raised funds in a disguised form; the above matters have been examined and approved by the company's board of directors and the board of supervisors, and the independent directors have clearly agreed and fulfilled the necessary examination and approval procedures. The above matters are in line with the relevant provisions such as the Regulatory requirements for the Management and use of funds raised by listed companies No. 2 and the guidelines for the standardized Operation of listed companies on the Shenzhen Stock Exchange; without affecting the use of the raised funds, the above-mentioned matters increase the storage income, which is in line with the interests of the company and all shareholders. The sponsor institution has no objection to the matters that the company and its holding subsidiaries will raise funds to be deposited in the form of agreed deposits.
VII. Documents for reference
1. Resolution of the sixth meeting of the third session of the Board of Directors
2. Resolution of the sixth meeting of the third session of the Board of Supervisors
3. Independent opinions of independent directors on the relevant proposals of the sixth meeting of the third session of the Board of Directors.
4. Shen WanhongyuanVerification opinion of Securities underwriting recommendation Co., Ltd. on the deposit of funds raised by Mona Lisa Group Co., Ltd. in the form of agreed deposits.
It is hereby announced.
Board of Directors of Mona Lisa Group Co., Ltd.
October 27, 2021
Mona Lisa group co., Ltd.
Securities Code: 002918 Securities abbreviation: Mona Lisa announcement No.: 2021-14714
Bond code: 127044 bond abbreviation: Mona convertible bond
2021
Third quarter report