Securities code: Shenzhen Grandland Group Co.Ltd(002482) securities abbreviation: Shenzhen Grandland Group Co.Ltd(002482) Announcement No.: 2022010 Shenzhen Grandland Group Co.Ltd(002482)
Announcement on resolutions of the 9th meeting of the 5th 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.
Shenzhen Grandland Group Co.Ltd(002482) (hereinafter referred to as “the company”) the 9th meeting of the 5th board of directors was held on March 4, 2022 by means of on-site combined with communication voting.
The notice of convening this meeting has been notified to all directors by e-mail as required. The meeting was presided over by Mr. Fan Zhiquan, chairman of the company. All directors attended the meeting. The company’s supervisors, Secretary of the board of directors and some senior managers attended the meeting as nonvoting delegates. 9 directors should attend the meeting and 9 directors actually attended the meeting. The meeting reached a quorum, which was in line with the relevant provisions of the company law and the articles of association. After careful deliberation and voting by the directors attending the meeting, the following resolutions are formed:
1、 The meeting deliberated and adopted the proposal on creditor’s rights transfer and related party transactions by 7 votes in favor, 0 votes against, 0 abstentions and 2 votes in avoidance.
In order to improve the liquidity of the company’s assets and reduce the scale of the company’s liabilities, the board of directors agreed that the company and Guangtian Holding Group Co., Ltd. (hereinafter referred to as “Guangtian holding”) signed the debt transfer agreement, Transfer the creditor’s rights of 1280520700 yuan of commercial acceptance bills issued by Evergrande Group Co., Ltd. (hereinafter referred to as “Evergrande group”) and its affiliated companies to Guangtian holdings to offset the principal and interest of 640260000 yuan borrowed by the company from Guangtian holdings. The transaction price of this debt transfer is based on the asset evaluation report of overdue and undue commercial acceptance bill project (No.: (szqhuapingbao Zi (2022) No. 12)), after negotiation between the company and Guangtian holdings, it is determined that the pricing of the transaction price of debt transfer is fair, reasonable and standardized, in line with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders.
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), Guangtian holding is the controlling shareholder of the company and an affiliated legal person of the company. Therefore, this transaction constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. Related directors Mr. Ye Jiaming and Mr. Ye Yuandong avoided voting on the proposal.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. At that time, the related shareholder Guangtian holdings and its related parties need to avoid voting. In order to improve the efficiency of decision-making, the board of directors requested the general meeting of shareholders to authorize the management of the company to handle specific matters related to the transfer of creditor’s rights. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on transfer of creditor’s rights and related party transactions (Announcement No.: 2022012). The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this matter. For details, please refer to cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
2、 The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 by 9 votes in favor, 0 votes against, 0 abstention and 0 withdrawal.
The board of directors decided to convene the first extraordinary general meeting of shareholders in 2022 at 14:30 on March 23, 2022.
For details of the notice on convening the company’s first extraordinary general meeting in 2022 (Announcement No.: 2022013), please refer to the company’s designated information disclosure media securities times, Securities Daily, China Securities News, Shanghai Securities News and the company’s designated information disclosure website Juchao information network (www.cn. Info. Com. Cn).
3、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors;
2. Prior approval opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors.
It is hereby announced
Shenzhen Grandland Group Co.Ltd(002482) board of directors
March 8, 2002
