Announcement of the resolution of the 65th meeting of the 8th board of directors of Shenzhen Tianjian (Group) Co., Ltd. securities code: 000090 securities abbreviation: Shenzhen Tagen Group Co.Ltd(000090) Announcement No.: 2022-5
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
The 65th meeting of the 8th board of directors of Shenzhen Tianjian (Group) Co., Ltd. (hereinafter referred to as “the company”) was held by means of communication on February 7, 2022, and the notice of the meeting was sent in writing, fax and e-mail on January 29, 2022. There are 8 directors who should vote at the meeting and 8 directors who actually vote. The meeting shall be held in accordance with the company law, the articles of association and other relevant provisions. The meeting considered and adopted the following proposals by means of communication voting and formed resolutions.
2、 Deliberations of the board meeting
(I) the proposal on the acquisition of 70% equity of Shenzhen shenxingchen Technology Development Co., Ltd. by a wholly-owned subsidiary from the controlling shareholder of the company was deliberated and adopted
The board of directors agreed that Shenzhen Tianjian Real Estate Group Co., Ltd., a wholly-owned subsidiary of the company, would acquire 70% of the equity of Shenzhen shenxingchen Technology Development Co., Ltd. held by Shenzhen Special Zone Construction Engineering Group Co., Ltd. with RMB 201.61127 million. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. Relevant announcements were published in the securities times, Shanghai Securities News, China Securities News and cninfo on the same day.
The independent directors of the company have approved and expressed their independent opinions on the above related party transactions in advance. Song Yang and Lin chanbo, affiliated directors, avoided voting.
(voting results: 6 in favor, 0 against, 0 abstention and 2 avoidance votes)
(II) the proposal on daily connected transactions in 2022 was deliberated and adopted
The board of directors agrees that the company expects the daily amount of connected transactions to be 3.31 billion yuan as of December 31, 2022, which needs to be submitted to the general meeting of shareholders for deliberation. Relevant announcements were published in the securities times, Shanghai Securities News, China Securities News and cninfo on the same day.
The independent directors of the company have approved and expressed their independent opinions on the above related party transactions in advance. Song Yang and Lin chanbo, affiliated directors, avoided voting.
(voting results: 6 in favor, 0 against, 0 abstention and 2 avoidance votes)
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 2:30 p.m. on Wednesday, February 23, 2022. The notice of the general meeting of shareholders was published in the securities times, Shanghai Securities News, China Securities News and cninfo on the same day.
(voting results: 8 in favor, 0 against and 0 abstention)
3、 Independent opinions of independent directors
The prior approval opinions and independent opinions of independent directors on relevant matters were published on cninfo.com on the same day.
4、 Documents for future reference 1. Resolutions of the board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Board of directors of Shenzhen Tianjian (Group) Co., Ltd. February 8, 2022
