Securities code: Nacity Property Service Group Co.Ltd(603506) securities abbreviation: Nacity Property Service Group Co.Ltd(603506) Announcement No.: 2022008 Nacity Property Service Group Co.Ltd(603506)
Announcement on the resolution of the second meeting of the third 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、 Meetings of the board of directors
Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as "the company") the notice of the second meeting of the third board of directors was sent to all directors by e-mail or telephone on April 5, 2022. The meeting was held in the company's conference room on April 15, 2022 by on-site and communication. The meeting was presided over by Ms. Han Fang, the chairman of the board of directors. There were 7 directors who should attend the meeting and 7 actually attended the meeting. The convening and convening of this meeting of the board of directors comply with the relevant provisions of the company law and the articles of association, and the contents of the resolution are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the board of directors in 2021;
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
(II) deliberated and passed the proposal on the company's 2021 annual report and its summary;
See the text and abstract of Nacity Property Service Group Co.Ltd(603506) 2021 annual report disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
(III) deliberated and passed the proposal on the company's 2021 annual financial statement report;
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
(IV) deliberated and passed the proposal on the company's internal control evaluation report in 2021;
See the Nacity Property Service Group Co.Ltd(603506) internal control evaluation report disclosed by the company in the designated information disclosure media for details.
The independent directors of the company expressed their independent opinions.
(V) deliberated and passed the proposal on the company's profit distribution plan for 2021;
It is agreed that the company's profit distribution plan for 2021 is as follows: it is proposed to distribute cash dividends of RMB 3.4674 (including tax) for every 10 shares to all shareholders based on the company's total share capital of 187777779 shares on December 31, 2021, with a total amount of RMB 6511006709. The amount of cash dividends in the current year accounts for 40% of the net profit attributable to the owner of the parent company in the consolidated statement of 2021, and the remaining undistributed profit is carried forward to the next year.
The profit distribution plan for 2021 is put forward on the premise of ensuring the normal operation and long-term development of the company and comprehensively considering the operation and development of the company and the interests of the majority of investors, which is conducive to the majority of investors to share the operating results of the company's development and match the company's operating performance and future development.
The independent directors of the company expressed their independent opinions.
For details, see the announcement of Nacity Property Service Group Co.Ltd(603506) on the company's profit distribution plan for 2021 (Announcement No.: 2022010) disclosed by the company in the designated information disclosure media.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VI) deliberated and passed the proposal on the work report of the company's independent directors in 2021;
For details, please refer to the work report of independent directors in Nacity Property Service Group Co.Ltd(603506) 2021 disclosed by the company in the designated information disclosure media.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VII) deliberated and passed the proposal on the performance report of the audit committee of the board of directors in 2021;
For details, please refer to the performance report of the audit committee of the board of directors in Nacity Property Service Group Co.Ltd(603506) 2021 disclosed by the company in the designated information disclosure media.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VIII) deliberated and passed the proposal on the renewal of the company's financial audit institution in 2022;
The company plans to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022.
The independent directors of the company expressed their independent opinions.
For details, please refer to the announcement of Nacity Property Service Group Co.Ltd(603506) on the renewal of the company's financial audit institution in 2022 (Announcement No.: 2022011) disclosed by the company in the designated information disclosure media. Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(IX) deliberated and passed the proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021;
It is confirmed that the company will pay 8.7516 million yuan (before tax) to directors, supervisors and senior managers in 2021.
The independent directors of the company expressed their independent opinions.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(x) deliberated and approved the special report on the deposit and actual use of the company's raised funds in 2021;
See the special report of Nacity Property Service Group Co.Ltd(603506) on the deposit and actual use of the company's raised funds in 2021 (Announcement No.: 2022012) disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
（11） Deliberated and passed the proposal on adjusting the internal investment structure of some investment projects with raised funds; For details, please refer to the announcement of Nacity Property Service Group Co.Ltd(603506) on adjusting the internal investment structure of some raised capital investment projects (Announcement No.: 2022013) disclosed by the company in the designated information disclosure media.
The independent directors of the company expressed their independent opinions.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（12） Deliberated and passed the proposal on increasing capital of wholly-owned subsidiaries with raised funds;
For details, please refer to the announcement of Nacity Property Service Group Co.Ltd(603506) on capital increase to wholly-owned subsidiaries with raised funds (Announcement No.: 2022014) disclosed by the company in the designated information disclosure media.
The independent directors of the company expressed their independent opinions.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（13） Deliberated and passed the proposal on cash management with idle raised funds;
It is agreed that the company will use the idle raised funds of no more than RMB 80 million for cash management. The amount can be used on a rolling basis and will be effective within 12 months from the date of deliberation and approval at the second meeting of the third board of directors. It is proposed to authorize the chairman of the company to exercise decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the financial management center of the company.
The independent directors of the company expressed their independent opinions.
See the announcement of Nacity Property Service Group Co.Ltd(603506) on cash management with idle raised funds (Announcement No.: 2022015) disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
（14） Deliberated and passed the proposal on using idle self owned funds for cash management;
It is agreed that the company will use idle self owned funds with a maximum amount of no more than RMB 80 million for cash management without affecting the normal development of the company's main business and ensuring the company's operating capital demand. This amount can be used on a rolling basis and is valid from the date of approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting, The chairman of the company shall be authorized to exercise decision-making power and sign contracts and other documents within the above authorization period. The specific matters shall be organized and implemented by the financial management center of the company.
The independent directors of the company expressed their independent opinions.
For details, see Nacity Property Service Group Co.Ltd(603506) announcement on cash management with idle self owned funds (Announcement No.: 2022016) disclosed by the company in the designated information disclosure media.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（15） Deliberated and passed the proposal on the company's application for comprehensive credit line from the bank;
It is agreed that the company plans to apply to the bank for a comprehensive credit line with a total line of no more than RMB 300 million. The board of directors authorizes the management of the company to handle specific matters such as loans within the comprehensive credit line according to the needs of the actual operation, and authorizes the chairman of the company to sign relevant agreements and documents. The above authorization is valid from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. The amount of authorization can be used on a rolling basis within the authorization period. Credit projects include but are not limited to working capital loan, fixed asset loan, bank acceptance bill, letter of credit, letter of guarantee and other bank financing businesses, which shall be subject to the signed credit contract.
The independent directors of the company expressed their independent opinions.
See the announcement of Nacity Property Service Group Co.Ltd(603506) about the company applying for comprehensive credit line from the bank (Announcement No.: 2022017) disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（16） Deliberated and passed the proposal on formulating the company's dividend return plan for shareholders in the next three years (20222024);
The independent directors of the company expressed their independent opinions.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（17） Deliberated and passed the proposal on Amending the articles of association and handling industrial and commercial change registration;
For details, see the announcement of Nacity Property Service Group Co.Ltd(603506) on Amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022018) disclosed by the company in the designated information disclosure media. Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（18） Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders;
For details, please refer to the rules of procedure of Nacity Property Service Group Co.Ltd(603506) shareholders' meeting disclosed by the company in the designated information disclosure media.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（19） Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors;
For details, please refer to the rules of procedure of Nacity Property Service Group Co.Ltd(603506) board of directors disclosed by the company in the designated information disclosure media.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（20） Deliberated and adopted the proposal on Amending the working system of independent directors;
See Nacity Property Service Group Co.Ltd(603506) independent director working system disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（21） Deliberated and passed the proposal on Amending the information disclosure management system;
See Nacity Property Service Group Co.Ltd(603506) information disclosure management system disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
（22） Deliberated and passed the proposal on Amending the related party transaction management system;
See Nacity Property Service Group Co.Ltd(603506) related party transaction management system disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（23） Deliberated and passed the proposal on Amending the raised funds management system;
See the management system of Nacity Property Service Group Co.Ltd(603506) raised funds disclosed by the company in the designated information disclosure media for details.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
（24） Deliberated and adopted the proposal on Amending the external guarantee management system;
See Nacity Property Service Group Co.Ltd(603506) external guarantee management system disclosed by the company in the designated information disclosure media for details.
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