Securities code: Orient Group Incorporation(600811) securities abbreviation: Orient Group Incorporation(600811) Announcement No.: pro 2022023 Orient Group Incorporation(600811)
Announcement of the 19th meeting of the board of directors
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Orient Group Incorporation(600811) (hereinafter referred to as “the company”) convened the 19th meeting of the 10th board of directors by means of communication voting on March 10, 2022. The notice of this meeting was notified to all directors by telephone, e-mail and other means on March 5, 2022. There are 9 directors who should vote in this meeting and 9 directors who actually vote. The convening of this meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company. 2、 Deliberations of the board meeting
1. Proposal on Approving the termination of cooperation agreement by subsidiaries
It is agreed that the holding subsidiary of the company, Guokai Dongfang Urban Development Investment Co., Ltd. (hereinafter referred to as “Guokai Dongfang”) and Shandong TianShang Real Estate Co., Ltd. (hereinafter referred to as “Shandong Tianshang”) sign the agreement. The parties agree that the cooperation agreement between Shandong TianShang Real Estate Co., Ltd., Guokai Dongfang Urban Development Investment Co., Ltd. and Xianfeng Zhongrun Biotechnology Co., Ltd. on plots A01, A03 and A04 in Fengtai District, Beijing (hereinafter referred to as the “cooperation agreement on plots A01, A03 and A04 in Fengtai District, Beijing”) signed in January 2019 will not be performed, Guokai Oriental will return the down payment of RMB 1 billion paid by Shandong Tianshang and pay interest, and each party will not investigate the liability for breach of contract. The total amount of principal, interest and related expenses paid by CDB Oriental to Shandong Tianshang is 143305315897 yuan. The starting date of interest is January 25, 2019, and the comprehensive interest rate cost is 11.92%. The termination of the cooperation agreement is expected to have an impact on the profit and loss of the company’s consolidated statements of about -433 million yuan, of which the impact on the company’s net profit in 2021 is about -356 million yuan. The above calculation data is the preliminary calculation of the company’s financial department, and the final profit and loss amount is subject to the examination and approval result of the company’s annual audit and accounting firm.
For details, please refer to the announcement of Orient Group Incorporation(600811) on the signing of settlement agreement and litigation progress of subsidiaries (Announcement No.: pro 2022024) disclosed by the company at the same time.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation.
2. Proposal on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022
In order to improve the efficiency of decision-making, the controlling shareholder of the company Orient Group Incorporation(600811) Co., Ltd. submitted to the board of directors on March 10, 2022 the letter on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022, proposing to submit the proposal on agreeing to terminate the cooperation agreement of subsidiaries to the second extraordinary general meeting of shareholders in 2022 for deliberation in the form of temporary proposals Orient Group Incorporation(600811) Co., Ltd. directly holds 13.27% of the company’s equity and holds 16.39% of the company’s equity through its wholly-owned subsidiary Tibet Dongfang runlan Investment Co., Ltd., with a total shareholding ratio of 29.66%. The contents and procedures of the proposal comply with relevant laws and regulations and the articles of association of the company. The board of directors agreed to submit the interim proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See the announcement of Orient Group Incorporation(600811) on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022 (Announcement No.: p.2022025) disclosed by the company for details.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Orient Group Incorporation(600811) board of directors March 11, 2022
