Securities code: Shenyang Commercial City Co.Ltd(600306) securities abbreviation: Shenyang Commercial City Co.Ltd(600306) Announcement No.: 2022014 Shenyang Commercial City Co.Ltd(600306)
Announcement of 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.
Shenyang Commercial City Co.Ltd(600306) (hereinafter referred to as “the company”) the notice of the ninth meeting of the eighth board of directors was sent to all directors, supervisors and senior managers on February 28, 2022. The meeting was held on March 10, 2022 in the form of on-site communication. 9 directors should attend the meeting, and 9 directors actually attended the meeting, which is in line with the provisions of the company law and the articles of association. After deliberation by the directors present at the meeting, the following proposals were unanimously adopted: 1. The 2021 president’s work report of the company was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
2. The work report of the board of directors in 2021 was reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The company’s 2021 annual report and its summary were reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The company’s 2021 annual financial statement report was reviewed and approved.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The 2021 profit distribution plan of the company was reviewed and approved.
The audit of Dahua certified public accountants confirmed that the parent company of the company realized a total net profit of -81.44 million yuan in 2021, plus the undistributed profit at the beginning of the year of -840.25 million yuan, and the cumulative undistributed profit in the reporting period was -92.169 million yuan.
In view of the negative accumulated undistributed profit of the parent company in 2021, according to the company’s operation and capital demand, the profit distribution plan for this time is: no distribution, and no conversion of provident fund into share capital.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on re employment of accounting firms and payment of remuneration in 2021 was deliberated and adopted. The specific contents of the proposal are detailed in the announcement on renewing the appointment of accounting firms (Announcement No.: 2022016) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The renewal of the accounting firm in this proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The report on the performance of the company’s audit committee in 2021 was reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
8. The report on the work of independent directors of the company in 2021 was reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The 2021 annual internal control evaluation report of the company was reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
10. The proposal on Amending the articles of association was deliberated and adopted.
The specific contents of the proposal are detailed in the announcement on Amending the articles of Association (Announcement No.: 2022017) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The special note of the board of directors on the non-standard audit opinion issued by the accounting firm on the company’s 2021 financial report was reviewed and approved.
The matters raised by the certified public accountant in the audit report explain the contingent risks existing in the operation of the company. The board of directors of the company believes that it understands and recognizes the unqualified audit report issued by the accounting firm containing significant uncertainties related to going concern, and draws the attention of investors to investment risks. The above matters are mainly to remind the users of financial statements of the company’s sustainable operation ability. There is no obvious violation of accounting standards, systems and relevant information disclosure regulations. The board of directors and management of the company will actively take effective measures to maintain the sustainable, stable and healthy development of the company and effectively safeguard the rights and interests of all shareholders and investors.
The independent directors of the company carefully reviewed the unqualified audit report issued by Dahua Certified Public Accountants (special general partnership) with significant uncertainties related to continuous operation, and conducted special conversation, communication and practical research with certified public accountants and the company’s management on the relevant contents of the financial report and audit report. Approve the contents of the audit report and agree with the relevant explanations and handling opinions of the board of directors of the company on the matter. It is hoped that the board of directors and the management will actively take practical measures to improve the business environment and continuously improve the company’s sustainable operation ability. The independent directors of the company believe that the reasons on which the audit is based are realistic and agree with the audit opinion.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation
12. The proposal on related party transactions applying for loan renewal from related parties was deliberated and adopted.
The specific contents of the proposal are detailed in the announcement on related party transactions applying for loan renewal from related parties (Announcement No.: 2022018) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Chen kuazhu, LV Xiaoqing, Zhong Pengyi and Wang Bin avoided voting.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on the prediction of the company’s daily connected transactions in 2022 was reviewed and approved.
The specific contents of the proposal are detailed in the announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022019) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Chen kuazhu, LV Xiaoqing, Zhong Pengyi and Wang Bin avoided voting.
14. The proposal on applying for cancellation of the delisting risk warning of the company’s shares and continuing to implement other risk warnings was deliberated and adopted;
The specific contents of the proposal are detailed in the announcement on applying for cancellation of the company’s stock delisting risk warning and continuing to implement other risk warnings (Announcement No.: 2022020) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
15. Reviewed and approved the special report on the deposit and actual use of the company’s raised funds in 2021; The specific contents of the proposal are detailed in the special report on the deposit and actual use of the company’s raised funds in 2021 (Announcement No.: 2022021) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
16. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
The specific contents of the proposal are detailed in the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022022) disclosed on the website of Shanghai Stock Exchange on March 12, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenyang Commercial City Co.Ltd(600306) board of directors March 12, 2022
