Songcheng Performance Development Co.Ltd(300144) securities code: Songcheng Performance Development Co.Ltd(300144) securities abbreviation: Songcheng Performance Development Co.Ltd(300144) Announcement No.: 2022005 Songcheng Performance Development Co.Ltd(300144)
Announcement of resolutions of the 12th meeting of the 7th board of supervisors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as "the company") the 12th meeting of the 7th board of supervisors was held at 13:00 p.m. on April 22, 2022 in the company's conference room by means of on-site meeting and communication voting. The notice of the meeting was delivered to all supervisors of the company by e-mail and personal delivery on April 12, 2022. Three supervisors should be present at this meeting, but there are actually three. The convening procedure of the meeting complies with the provisions of the company law and the articles of association. The meeting was presided over by Ms. Zhu Hualu, chairman of the board of supervisors, and the following resolutions were adopted:
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2021;
In 2021, the board of supervisors of the company conscientiously performed and independently exercised the supervisory powers and responsibilities of the board of supervisors in strict accordance with the provisions and requirements of the company law, the articles of association and other relevant laws and regulations. The board of supervisors has effectively supervised the company's business activities, financial conditions, major decisions and the convening procedures of the general meeting of shareholders, better guaranteed the rights and interests of shareholders, the interests of the company and the legitimate interests of employees, and promoted the standardized operation of the company. Voting results: 3 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the full text and summary of the 2021 annual report;
After review, the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
The company's proposal needs to be submitted to the 2021 annual general meeting for deliberation.
3. Deliberated and passed the proposal on the financial final accounts report of 2021;
Songcheng Performance Development Co.Ltd(300144) during the reporting period, the company achieved an operating revenue of 1184864600 yuan, an increase of 31.27% year-on-year; The net profit attributable to the shareholders of the listed company was 3151308 million yuan, an increase of 117.98% year-on-year; The basic earnings per share is 0.12 yuan. The company's 2021 annual financial statement objectively, truly and accurately reflects the company's financial situation and operating results in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the profit distribution plan for 2021;
According to the audit report issued by Lixin Certified Public Accountants (special general partnership), in 2021, the company realized a net profit attributable to shareholders of listed companies of 31513077175 yuan, plus the undistributed profit at the beginning of the year of 313188102460 yuan, minus the withdrawal of legal surplus reserve of 631174224 yuan, minus the distributed dividend amount of 13073470200 yuan in 2020, plus other comprehensive income carried forward to retained earnings of 8764907604 yuan, The actual profit available for distribution to shareholders in 2021 was 339761442815 yuan. As of December 31, 2021, the balance of the company's capital reserve was 125003612665 yuan.
The company's profit distribution plan for 2021 is: Based on the total share capital of 2614694040 shares at the end of 2021, the company plans to distribute cash dividends of RMB 0.50 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 130734702.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on the self evaluation report on internal control in 2021;
The board of supervisors believes that the company's existing internal control system has been basically sound, can meet the requirements of the company's management and the needs of enterprise development, and can provide reasonable assurance for the preparation of true and fair financial statements. The company's internal control self-evaluation report truly and objectively reflects the construction and operation of the company's internal control system.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
According to the actual needs of the company's development, the daily related party transactions that may occur in 2022 are predicted. The daily related party transactions in 2022 are expected to be no more than 596209 million yuan, including product procurement, ticket sales, house and land use right leasing, etc. In 2021, the total amount of daily connected transactions actually occurred was 546645 million yuan. This is expected to meet the normal needs of the company's business development and production and operation, and follow the fair market
Songcheng Performance Development Co.Ltd(300144) principle, the pricing is reasonable, and the decision-making procedure of the transaction is carried out in strict accordance with the relevant systems of the company. There is no situation that damages the interests of the company and will not affect the independence of the company.
For details, see the announcement on the forecast of daily connected transactions in 2022 disclosed by the company on the gem information disclosure website designated by the CSRC in the same period.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on the transfer of equity and related party transactions of Zhuhai Subsidiary
Due to the high investment amount, large scale and long construction period of Zhuhai project, since the covid-19 pneumonia epidemic, the company's operation and cash flow have changed due to the impact of external environmental changes. In order to enhance the company's sustainable operation and anti risk ability, the company plans to sign the equity transfer agreement and entrusted management agreement with the controlling shareholder Hangzhou Songcheng Group Holding Co., Ltd. (hereinafter referred to as "Songcheng group"), Transfer 100% equity of the wholly-owned subsidiary Zhuhai Songcheng Performance Development Co.Ltd(300144) Kingdom Co., Ltd. (hereinafter referred to as the "target company") to Songcheng group at a price of 451 million yuan and 6.9261 million yuan of debt formed before the acquisition, with a total transaction consideration of 4579261 million yuan.
In the future, Songcheng group will be responsible for the construction and incubation of Zhuhai Songcheng Performance Development Co.Ltd(300144) park. Meanwhile, Songcheng group will entrust Songcheng Performance Development Co.Ltd(300144) to operate and manage the Performing Arts Park for a period of three years. Calculated according to the actual operation cycle from the date of opening of the project, the first three years will be paid at 80 million yuan, 100 million yuan and 120 million yuan respectively. After the expiration, the expenses will be negotiated separately and relevant review procedures will be performed according to regulations.
This transfer constitutes a connected transaction. After the completion of this transfer, Songcheng group will form a potential horizontal competition with Songcheng Performance Development Co.Ltd(300144) company. Songcheng group Songcheng group applied for exemption from the original commitment to avoid horizontal competition and made a commitment to avoid potential horizontal competition with respect to the equity of the target company of this acquisition.
For details, please refer to the announcement on the transfer of equity and related party transactions of Zhuhai Subsidiary disclosed by the company on the gem information disclosure website designated by the CSRC in the same period.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on the transfer of equity and related party transactions of Hong Kong subsidiaries
The company plans to sign the equity transfer agreement with the controlling shareholder Songcheng group to transfer 100% of the equity of Songcheng Performance Development Co.Ltd(300144) International Development Co., Ltd. (hereinafter referred to as the "target company" or "Hong Kong subsidiary") to Songcheng group. The equity transfer price is 574 million yuan and the debt formed before the acquisition is 2005 million yuan. The total transaction consideration is 594.05 million yuan. The main asset of the subject company is the legendary project in Australia, which is affected by covid-19
Songcheng Performance Development Co.Ltd(300144) epidemic, geopolitics and other factors, there is uncertainty in the current overseas assets. This transaction is conducive to resolving uncertainty, improving the company's financial safety and promoting business health.
This sale constitutes a connected transaction. After the completion of this sale, Songcheng group will form a potential horizontal competition with Songcheng Performance Development Co.Ltd(300144) company. Songcheng group applied for exemption from fulfilling its original commitment to avoid horizontal competition and made a commitment to avoid potential horizontal competition with respect to the equity of the target company of this acquisition.
For details, please refer to the announcement on the transfer of equity and related party transactions of Hong Kong subsidiaries disclosed by the company on the gem information disclosure website designated by the CSRC in the same period.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and passed the proposal on the report of the first quarter of 2022
The board of supervisors believes that the procedures of the first quarter report of 2022 prepared by the company comply with the laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
10. Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
For details, see the rules of procedure of the board of supervisors disclosed by the company on the gem information disclosure website designated by the CSRC in the same period.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Songcheng Performance Development Co.Ltd(300144) board of supervisors
April 23, 2002
