Securities code: Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) securities abbreviation: Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) No.: Lin 2022005 Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd
Announcement on the resolution of the 23rd session of the 9th 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.
The notice of the 23rd Meeting of the 9th board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) “) was sent by hand or e-mail on March 7, 2022. The meeting was held on site on March 17. There should be 5 directors and 5 actual directors. The meeting complies with the relevant provisions of the company law and the articles of association. The meeting was presided over by Mr. Wang LUZHENG, chairman of the board of directors, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting considered and adopted the following matters:
1. Review the work report of the board of directors of the company in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
2. Review the business work report of the company in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
3. Review the company’s financial final accounts report in 2021 and financial budget report in 2022
Voting results: 5 in favor, 0 against and 0 abstention.
4. Review the company’s profit distribution plan for 2021
The net profit of the partnership company in the year audited by the special accounting firm is -5492169 yuan, which is attributable to the general shareholders of the listed company. According to the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the relevant provisions of the articles of association, in view of the negative net profit attributable to the shareholders of the listed company in 2021, considering the subsequent business development of the company, the company plans not to distribute profits, send shares and convert capital reserve into share capital in 2021.
Mr. Guoguo Dan, Mr. Tai WuChun and Ms. Liu Youqing, the independent directors of the company, expressed independent opinions on this proposal.
5. To review the proposal on the controlling shareholder of the company, Beijing state owned Capital Operation Management Co., Ltd., providing financial support and related party transactions to the wholly-owned subsidiaries of the company
In order to meet the needs of the company’s major asset restructuring and broaden the fund source channels of the company, through consultation between the company and Beijing state owned Capital Operation Management Co., Ltd. (hereinafter referred to as “Beijing state owned management”), the wholly-owned subsidiary Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Commercial Group Co., Ltd. of the company plans to obtain financial support within the amount of 100 million yuan (including 100 million yuan) of “Beijing state owned management”. The above-mentioned financial support period is two years from the date of actual receipt of funds, and the interest rate is implemented according to the latest published one-year loan market quotation interest rate (LPR).
According to the Listing Rules of Shanghai Stock Exchange and other relevant provisions, this transaction constitutes a connected transaction. Ms. Jiao Ruifang, a related director, abstained from voting. See the company’s announcement (Lin 2022007) for details.
The independent directors of the company, Mr. guoguodan, Mr. Tai WuChun and Ms. Liu Youqing, reviewed the related party transaction in advance and gave independent opinions.
Voting results: 4 in favor, 0 against and 0 abstention.
6. Review the company’s proposal on applying for credit line from the bank
According to the company’s operating conditions in 2022 and the need to increase working capital, considering the impact of the macro environment on the capital level, in order to obtain credit support for the company in time, the company and its affiliated companies apply for credit from the following banks: apply for a credit amount of RMB 100 million from Agricultural Bank Of China Limited(601288) China; Apply for a credit line of 300 million yuan from Industrial And Commercial Bank Of China Limited(601398) China; Apply to Bank Of Beijing Co.Ltd(601169) for a credit line of 300 million yuan; Apply to Hua Xia Bank Co.Limited(600015) for a credit line of RMB 100 million; Apply to Bank Of China Limited(601988) for a credit line of 200 million yuan; Apply to China Merchants Bank Co.Ltd(600036) for a credit line of 200 million yuan. The above comprehensive credit application scope covers the company and its wholly-owned subsidiaries, and the credit term is one to three years. The company will, in combination with the specific use of funds, handle various term working capital loans at the bank that has obtained the credit for the operation needs of the company.
Voting results: 5 in favor, 0 against and 0 abstention.
7. Review the company’s proposal on renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
In 2021, the company appointed Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company, which followed the professional standards of independence, objectivity and impartiality and completed all the work entrusted by the company. In 2022, the board of directors of the company plans to continue to appoint the Institute as the audit institution of the company for one year. The audit fee is proposed to be RMB nine hundred and seventy thousand (including the annual financial statement audit fee of RMB six hundred and seventy thousand and the internal control audit fee of RMB three hundred thousand).
See the company’s announcement (Lin 2022008) for details.
The independent directors of the company, Mr. Guoguo Dan, Mr. Tai WuChun and Ms. Liu Youqing, reviewed the proposal in advance and expressed independent opinions.
Voting results: 5 in favor, 0 against and 0 abstention.
8. Review the company’s proposal on continuing to provide financial support to subsidiaries of wholly-owned subsidiaries
Beijing Guosheng Xingye Investment Co., Ltd. (hereinafter referred to as “Guosheng Xingye”), a subsidiary of the company’s wholly-owned subsidiary Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Commercial Group Co., Ltd. (hereinafter referred to as “urban and rural Co., Ltd”), is responsible for the commercial development of the “urban and rural Century Plaza” project, obtaining commercial real estate through commercial development and operating commercial complexes. The business type of the commercial part of the project is shopping center. In order to better realize the company’s strategic objectives and develop the business type of shopping center, the company continues and separates “Guosheng Xingye” according to the business type, and establishes Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Century Enterprise Service Management Co., Ltd., which is mainly engaged in property management services.
In order to support the follow-up development of the project and effectively save capital costs, “urban and rural Co., Ltd.” will continue to provide phased support for the project within the amount of 800 million yuan with self raised funds, including 600 million yuan allocated to Beijing Guosheng Xingye Investment Co., Ltd. and 200 million yuan allocated to Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Century Enterprise Service Management Co., Ltd.
Voting results: 5 in favor, 0 against and 0 abstention.
9. Review of the company’s internal control proposal 2021
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 5 in favor, 0 against and 0 abstention.
10. Review the proposal of the company’s internal control audit report in 2021
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 5 in favor, 0 against and 0 abstention.
11. Review the work report of the company’s independent directors in 2021
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 5 in favor, 0 against and 0 abstention.
12. Review the annual report and summary of the company in 2021
According to relevant laws and regulations and the articles of association, the annual report and summary of the company in 2021 have been prepared, and Zhitong Certified Public Accountants (special general partnership) has issued a standard unqualified audit report for the company, as well as a special verification report on the deduction of the company’s operating income in 2021.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 5 in favor, 0 against and 0 abstention.
13. Review the company’s proposal on adjusting the scope of internal reorganization assets
In order to meet the needs of the company’s planned major asset replacement, issuance of shares to purchase assets, raising supporting funds and related party transactions and the company’s strategic development, Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) implemented internal reorganization. The proposal on internal reorganization of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. was reviewed and approved by the 22nd Meeting of the 9th board of directors of the company.
In the specific implementation, it is difficult for the 14 official vehicles held by the company to go through the formalities of change registration to the wholly-owned subsidiary Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Commercial Group Co., Ltd. (hereinafter referred to as “urban and rural Co., Ltd.”), and the property right certificate number held by the company is Daxing County Guoyong (Ji) Zi No. 41 The land and aboveground real estate (hereinafter referred to as “Daxing real estate”) of Guoyong (Ji) Zi No. 89 of Daxing County are not included in the scope of internal reorganization assets according to the actual situation. Therefore, the company adjusted the scope of relevant assets involved in internal restructuring, and the above assets are no longer included in the scope of internal restructuring assets.
The relevant assets of this internal reorganization are adjusted to all the assets, liabilities, businesses and personnel of the company except the non sinking assets.
Non sinking assets include: (1) 100% equity of “urban and rural Co., Ltd., (2) 100% equity of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Huangsi Commercial Building Co., Ltd., (3) land / houses and buildings with property right certificate No. of jhgy (2007 Zhuan) No. 4123, X jfqzz Hai Gu Zi No. Sichuan Haite High-Tech Co.Ltd(002023) and Jing (2016) Chaoyang District real estate No. 0084755, (4) 14 official vehicles held by the company, (5) the above (2), (3) (4) Deferred income tax assets / liabilities related to assets, and (6) “Daxing real estate”; If the above (2), (3) and (4) equity / land / buildings / official vehicles are disposed before the delivery date of this internal restructuring, the transaction consideration obtained from the disposal of the above (2), (3) and (4) equity / land / buildings / official vehicles will still be regarded as non sinking assets.
According to the adjustment of the scope of assets related to the internal reorganization and the actual needs, the company will sign the supplementary agreement related to the internal reorganization accordingly.
Mr. Guoguo Dan, Mr. Tai WuChun and Ms. Liu Youqing, the independent directors of the company, expressed independent opinions on this proposal. Voting results: 5 in favor, 0 against and 0 abstention.
The above 1, 2, 3, 4, 7, 8, 11 and 12 proposals need to be submitted to the general meeting of shareholders for deliberation.
The time of holding the 2021 annual general meeting of shareholders of the company will be notified separately.
It is hereby announced.
Board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd
March 19, 2022
