Securities code: 000961 securities abbreviation: Jiangsu Zhongnan Construction Group Co.Ltd(000961) Announcement No.: 2021-219 Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Announcement on resolutions of the 22nd Meeting of the 8th 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.
Jiangsu Zhongnan Construction Group Co.Ltd(000961) (the “company”) ）The notice of the 22nd Meeting of the 8th board of directors was sent by e-mail on December 9, 2021. The meeting was held at the office of the company, block a, Lianqiang International Plaza, No. 1068, Tianshan West Road, Changning District, Shanghai on December 14, 2021. 11 directors shall attend the meeting and 11 directors shall attend the meeting in person. Some supervisors attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law, the articles of association and other relevant provisions.
The meeting was presided over by Chairman Chen Jinshi. The meeting considered and adopted the following resolutions:
1、 The proposal on the authorization of daily connected transactions in 2022 was passed
Voting results: 4 in favor, 0 against and 0 abstention. Related directors Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong and Shi Jinhua avoided voting.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News, Securities Daily, Shenzhen Stock Exchange website and cninfo.com published on December 15, 2021（ http://www.cn.info.com..cn./ ）Announcement on authorization matters of daily connected transactions in 2022. Independent directors unanimously agree on relevant matters and express independent opinions. For details, see the company’s website of Shenzhen Stock Exchange and cninfo.com on December 15, 2021（ http://www.cn.info.com..cn./ ）Independent opinions of independent directors on matters related to the 22nd Meeting of the 8th board of directors.
2、 The proposal on related party transactions of directors, supervisors and senior managers purchasing the company’s housing products was passed
1. It is agreed that Ms. Hu Lingli, the daughter of Mr. Hu Hongwei, the director and deputy general manager of the company, will purchase a commercial house of Nantong Haimen langyuan project developed by Nantong Dingjia Real Estate Co., Ltd., a subsidiary of the company with 50% shareholding, with a construction area of 132.5 square meters and a price of 2.73 million yuan.
2. It is agreed to submit to the general meeting of shareholders for deliberation that directors, supervisors and senior managers Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong, Shi Jinhua, Qian Jun, Zhao Guixiang, Zhang Jianbing and Liang Jie and their immediate family members purchase the housing products developed by the company within a total amount of 95 million yuan in 2022, and the purchase price will be determined according to the market price, The purchase conditions will be consistent with ordinary buyers. The company shall timely report the implementation of relevant transactions to the board of directors and the general meeting of shareholders.
Voting results: 4 in favor, 0 against and 0 abstention. Related directors Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong and Shi Jinhua avoided voting.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News, Securities Daily, Shenzhen Stock Exchange website and cninfo.com published on December 15, 2021（ http://www.cn.info.com..cn./ ）Announcement on related party transactions of directors, supervisors and senior managers purchasing the company’s housing products.
Independent directors unanimously agree on relevant matters and express independent opinions. For details, see the company’s website of Shenzhen Stock Exchange and cninfo.com on December 15, 2021（ http://www.cn.info.com..cn./ ）Independent opinions of independent directors on matters related to the 22nd Meeting of the 8th board of directors.
3、 The proposal on the authorization of financial assistance in 2022 was passed
The resolution is submitted to the general meeting of shareholders for deliberation. On the condition that the following requirements are met, the company is authorized to provide financial assistance to entities outside the scope of the company’s consolidated statements and consolidated companies with a shareholding of no more than 50% within a total amount of RMB 14.35 billion (50% of the company’s audited shareholder’s equity at the end of 2020):
(i) The funded object is mainly engaged in real estate development business;
（2） The funded objects are not directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and legal persons or other organizations controlled by them;
（3） Other shareholders of the funded object shall provide financial assistance with the same conditions, including amount, term, interest rate, liability for breach of contract, guarantee measures, etc;
（4） The amount of single financial assistance shall not exceed 2.87 billion yuan (10% of the company’s audited shareholder’s equity in 2020); (V) the validity period of authorization shall be 12 months after the relevant proposals are deliberated and adopted by the general meeting of shareholders.
The above financial assistance refers to the company and its holding subsidiaries providing funds and entrusted loans with compensation or free of charge.
Voting results: 11 in favor, 0 against and 0 abstention.
Independent directors unanimously agree on relevant matters and express independent opinions. For details, see the company’s website of Shenzhen Stock Exchange and cninfo.com on December 15, 2021（ http://www.cn.info.com..cn./ ）Independent opinions of independent directors on matters related to the 22nd Meeting of the 8th board of directors.
4、 The proposal on providing guarantee for Pingyang Jincheng and other companies was passed
Voting results: 11 in favor, 0 against and 0 abstention.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News, Securities Daily, Shenzhen Stock Exchange website and cninfo.com published on December 15, 2021（ http://www.cn.info.com..cn./ ）Announcement on providing guarantee for Pingyang Jincheng and other companies.
Independent directors unanimously agree on relevant matters and express independent opinions. For details, see the company’s website of Shenzhen Stock Exchange and cninfo.com on December 15, 2021（ http://www.cn.info.com..cn./ ）Independent opinions of independent directors on matters related to the 22nd Meeting of the 8th board of directors.
5、 The proposal on amending some articles of the articles of association was passed
It is agreed to submit to the general meeting of shareholders to amend paragraph 3 of Article 82 of the articles of association, as follows:
Original revision suggestions
When the general meeting of shareholders votes on the election of directors and supervisors not held by employee representatives, according to the provisions of the articles of association, the cumulative voting system shall be implemented when the general meeting of shareholders votes on the election of directors, supervisors not held by employee representatives or resolutions of the general meeting of shareholders, laws, regulations and banks. The cumulative voting system may be implemented in accordance with the provisions of administrative regulations and securities regulatory authorities.
Voting results: 11 in favor, 0 against and 0 abstention.
6、 The proposal on convening the seventh extraordinary general meeting of shareholders in 2021 was passed
Voting results: 11 in favor, 0 against and 0 abstention.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News, Securities Daily, Shenzhen Stock Exchange website and cninfo.com published on December 15, 2021（ http://www.cn.info.com..cn./ ）Notice of the seventh extraordinary general meeting of shareholders in 2021.
It is hereby announced.
Jiangsu Zhongnan Construction Group Co.Ltd(000961) board of directors
December 15, 2001
Attachment: resume of director candidates
Cao Yongzhong, male, born in 1969, has a postgraduate degree. He joined Zhongnan Holding Group Co., Ltd. in 2004 and currently serves as senior vice president.
Shi Jinhua, male, born in 1978, EMBA of Shanghai School of advanced financial management, Shanghai Jiaotong University. He joined Zhongnan Holding Group Co., Ltd. in 1997 and currently serves as senior vice president.
As of the disclosure date of this announcement, none of the candidates for directors holds the company’s shares. Cao Yongzhong currently holds 0.29% of the shares of Central South Holding Group Co., Ltd. and 0.1451% of the shares of Central South Urban Construction Investment Co., Ltd. Cao Yongzhong and Shi Jinhua both hold positions in Zhongnan Holding Group Co., Ltd. and are associated with shareholders and actual controllers holding more than 5% of the company’s shares. There is no relationship with directors, supervisors and senior managers of the company. Cao Yongzhong and Shi Jinhua are directors who meet the requirements of laws and regulations, have not been punished by the CSRC and other relevant departments, have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and are not allowed to serve as directors of the company as stipulated in the company law and the articles of association. According to the inquiry of “information publication and inquiry platform for the list of dishonest Executees of national courts”, Cao Yongzhong and Shi Jinhua do not belong to “dishonest Executees”.
