A-share securities code: 600610a-share securities abbreviation: Shanghai Zhongyida Co.Ltd(600610) Announcement No.: 2021-098 B-share securities code: 900906 B-share securities abbreviation: Shanghai Zhongyida Co.Ltd(600610) B
Shanghai Zhongyida Co.Ltd(600610)
Announcement on resolutions of the 9th meeting of the 8th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Convening of board meeting
The ninth meeting of the eighth board of directors (hereinafter referred to as “the meeting”) of Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as “the company”) was held on December 30, 2021 by means of on-site and communication voting. There are 7 directors who should vote at the meeting and 7 directors who actually vote.
The meeting was presided over by Mr. Yu Zeus, chairman of the company, and the company’s supervisors Ye Wenyan, Li Quan, Ge Na and some senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, regulations and the articles of association. 2、 Deliberations of the board meeting
(i) The proposal on Approving the extended audit report and audit report for future reference of this transaction was reviewed and approved. The company plans to issue shares to purchase 100% equity of Wengfu (Group) Co., Ltd. (hereinafter referred to as the “target company”) and raise supporting funds (hereinafter referred to as “this transaction”). As the financial data in the relevant documents of this transaction has expired, the audit base date of the financial report of this transaction is adjusted to September 30, 2021. In accordance with the measures for the administration of major asset restructuring of listed companies and relevant normative documents, in order to meet the relevant requirements of the CSRC and safeguard the interests of the company and all shareholders, Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”), an audit institution hired by the company that meets the requirements of the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”), conducted an extended audit on the subject company, It also issued the three-year audit report of Wengfu (Group) Co., Ltd. (Tian Zhi Ye Zi [2021] No. 46609) and the special audit report on Shanghai Zhongyida Co.Ltd(600610) consolidated financial statements for the nine months ended September 30, 2021 and 2020 (Tian Zhi Ye Zi [2021] No. 46609-7).
Voting results: 3 affirmative votes; Negative vote: 0; No abstention; Related directors have avoided voting.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
（2） The proposal on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its summary were deliberated and adopted
In accordance with the company law of the people’s Republic of China, the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies and other laws, regulations and normative documents, According to the latest audit report and reference audit report issued by Tianzhi international, the company revised and updated the restructuring report and its summary of this transaction prepared earlier, and prepared the report on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its summary.
Voting results: 3 affirmative votes; Negative vote: 0; No abstention; Related directors have avoided voting. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
（3） The proposal on the application of credit line and related party transactions by subsidiaries to China Construction Bank Corporation(601939) was reviewed and approved. For details, see the announcement on the application of credit line and related party transactions by subsidiaries (Announcement No.: 2021-100) disclosed by the company on the same day
Voting results: 7 affirmative votes; Negative vote: 0; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（4） The proposal on changing the accounting firm in 2021 was deliberated and adopted
For details, please refer to the announcement on change of accounting firm (Announcement No.: 2021-101) disclosed by the company on the same day.
Voting results: 7 affirmative votes; Negative vote: 0; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（5） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the relevant work arrangements of the company, it is agreed to hold the first extraordinary general meeting of shareholders of the company in 2022 at Shanghai Taoyuan Shuixiang Hotel, No. 1068, Lugang village, LvHua Town, Chongming District, Shanghai on January 18, 2022. The deliberation proposals are as follows:
1. Proposal on subsidiary applying to China Construction Bank Corporation(601939) for credit line and related party transactions
2. Proposal on changing the accounting firm in 2021
See the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-102) disclosed by the company on the same day for details.
Voting results: 7 affirmative votes; Negative vote: 0; There were no abstentions.
3、 Documents for future reference
1. Resolution of the 9th meeting of the 8th board of directors.
2. Prior approval opinions of independent directors on matters related to the ninth meeting of the eighth board of directors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the eighth board of directors;
4. Audit opinions of the Audit Committee on matters related to the ninth meeting of the eighth board of directors.
It is hereby announced.
Shanghai Zhongyida Co.Ltd(600610) board of directors
December 30, 2001
