Songcheng Performance Development Co.Ltd(300144) 1 securities code: Songcheng Performance Development Co.Ltd(300144) securities abbreviation: Songcheng Performance Development Co.Ltd(300144) Announcement No.: 2022004 resolution announcement of the 15th meeting of the 7th board of directors Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as “the company”) the 15th meeting of the 7th board of directors was held at 9:00 p.m. on Friday, April 22, 2022 in the conference room of the company by means of on-site meeting and communication voting. The notice of the meeting was delivered to all directors of the company by e-mail and personal delivery on April 12, 2022. The meeting was presided over by Ms. Zhang Xian, the chairman of the board of directors. There were nine directors in the meeting, and all supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. After careful deliberation by the directors attending the meeting, the following resolutions were adopted: 1. The proposal on the president’s work report in 2021 was considered and adopted. The voting results: 9 votes in favor, 0 votes against and 0 abstentions. 2. During the reporting period, the company achieved an operating revenue of 11848646 million 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: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 3. According to the audit report issued by Lixin Certified Public Accountants (special general partnership), the company achieved a net profit attributable to shareholders of listed companies of 31513077175 yuan in 2021, 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 allocated 2020, 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) 2 annual dividend amount is 13073470200 yuan, plus 8764907604 yuan of retained earnings carried forward from other comprehensive income, the actual profit available for distribution to shareholders in 2021 is 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: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 4. The proposal on the full text and summary of the 2021 annual report was deliberated and adopted. For details, see the 2021 annual report and summary disclosed by the company on the gem information disclosure website designated by the CSRC in the same period. Voting results: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 5. The proposal on the 2021 annual audit report was deliberated and approved. For details, see the 2021 annual audit report disclosed by the company on the gem information disclosure website designated by the CSRC in the same period. Voting results: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 6. The proposal on the work report of the board of directors in 2021 was deliberated and adopted. For details, see the work report of the board of directors in 2021 disclosed by the company on the gem information disclosure website designated by the CSRC in the same period. The independent directors of the company, Mr. Liu Shuzhe, Mr. Yang Yiqing and Ms. Yu qinyi, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. Voting results: 9 in favor, 0 against and 0 abstention. 7. The proposal on the self-evaluation report on internal control in 2021 was reviewed and approved. The board of supervisors and independent directors of the company issued verification opinions on the self-evaluation report on internal control, and Lixin Certified Public Accountants (special general partnership) issued an assurance report. Voting results: 9 in favor, 0 against and 0 abstention. 8. The proposal on hiring an audit institution in 2022 was reviewed and approved Songcheng Performance Development Co.Ltd(300144) 3 considering that the company and Lixin Certified Public Accountants (special general partnership) have many years of cooperation experience, and the overall strength, service awareness, project fees and other aspects of the accounting firm meet the current audit requirements of the company. Therefore, it is agreed to continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. The independent directors have expressed their prior approval opinions and independent opinions on the engagement of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022. Voting results: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 9. The proposal on the prediction of daily connected transactions in 2022 was reviewed and approved. According to the actual needs of the company’s development, the possible daily connected transactions 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 transaction is expected to meet the normal needs of the company’s business development and production and operation. It follows the principle of market fairness and reasonable pricing. The decision-making process of the transaction is strictly implemented in 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. The independent directors of the company have expressed their explicit prior approval opinions and independent opinions on this matter. Related directors Mr. Huang Qiaoling, Mr. Huang Qiaolong and Mr. Huang Hongming withdrew from voting. Voting results: 6 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 10. The proposal on the transfer of equity and related party transactions of Zhuhai Subsidiary was deliberated and adopted. Due to the high investment amount, large project scale and long construction cycle of Zhuhai project, the company’s operation and cash flow have changed due to the impact of external environment changes since the covid-19 pneumonia epidemic, so as to strengthen 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”) to transfer 100% of the shares 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, with the equity transfer price of RMB 451 million and pay off the debts formed before the acquisition of RMB 6.9261 million, The total transaction consideration is 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. From the date of opening of the project, calculated according to the actual operation cycle, 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 the 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 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 Zhuhai Subsidiary disclosed by the company on the gem information disclosure website designated by the CSRC in the same period. Related directors Mr. Huang Qiaoling, Mr. Huang Qiaolong and Mr. Huang Hongming withdrew from voting. Voting results: 6 in favor, 0 against and 0 abstention. The proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 11. The proposal on the transfer of equity and related party transactions of Hong Kong subsidiary was deliberated and passed. The company plans to sign the equity transfer agreement with the controlling shareholder Songcheng group to transfer 100% 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, with the equity transfer price of 574 million yuan and pay off the debt formed before the acquisition of 2005 million yuan, The total transaction consideration is 59.405 million yuan. The main assets of the subject company are the legendary project in Australia. Due to the covid-19 pneumonia 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. Related directors Mr. Huang Qiaoling, Mr. Huang Qiaolong and Mr. Huang Hongming withdrew from voting. Voting results: 6 in favor, 0 against and 0 abstention. The proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 12. The proposal on the report of the first quarter of 2022 was deliberated and adopted. For details, see the report of the first quarter of 2022 disclosed by the company on the gem information disclosure website designated by the CSRC in the same period. Voting results: 9 in favor, 0 against and 0 abstention. 13. The proposal on Amending the articles of association was passed Songcheng Performance Development Co.Ltd(300144) 5 according to the provisions of the company law of the people’s Republic of China (revised in 2018), the securities law of the people’s Republic of China (revised in 2020), the guidelines for the articles of association of listed companies (revised in 2022) and other laws, regulations and normative documents, and in combination with the actual operation of the company, the company revised some provisions of the articles of association, The general meeting of shareholders of the company shall be requested to authorize the board of directors and its designated personnel to handle subsequent change registration, filing of articles of association and other related matters. For details, please refer to the revised comparison table of the articles of association and the revised articles of Association disclosed by the company on the gem information disclosure website designated by the CSRC in the same period. Voting results: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 14. The proposal on Amending part of the system (I) of the company was deliberated and adopted. According to the securities law of the people’s Republic of China (revised in 2020), the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020), the rules for independent directors of listed companies, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and in combination with the specific situation of the company, the company has revised the rules of procedure of the general meeting of shareholders, the management system for the use of raised funds, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors and the working system of independent directors. For the revised relevant system, please refer to the relevant documents disclosed by the company in the same period on the gem information disclosure website designated by the CSRC. Voting results: 9 in favor, 0 against and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. 15. The proposal on the revision of the rules of the people’s Republic of China on the listing of companies and their supervisors in December 2020 (the proposal on the revision of the rules of the people’s Republic of China on the listing of companies on the stock exchange of the people’s Republic of China and the regulations on the management of shares held by the people’s Republic of China) (the amendment of the rules of the people’s Republic of China on the listing of companies on the stock exchange of the people’s Republic of China in December 2020) According to the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies, the guidelines for the self-discipline supervision of listed companies No. 2 – the standardized operation of GEM listed companies, and in combination with the specific situation of the company, the company The company’s shares held by directors, supervisors and senior managers and their change management system and the insider information insider registration management system have been revised. For the revised relevant system, please refer to the relevant documents disclosed by the company in the same period on the gem information disclosure website designated by the CSRC Songcheng Performance Development Co.Ltd(300144) 6 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. According to the relevant provisions of the company law and the articles of association, the company plans to hold the 2021 annual general meeting of shareholders at 14:00 p.m. on Wednesday, May 18, 2022. For details, please refer to the notice on convening the 2021 annual general meeting of shareholders published on the gem information disclosure website designated by the CSRC at the same time. Voting results: 9 in favor, 0 against and 0 abstention. 17. Deliberated and adopted the “on the year 2021”
