Securities code: Tianjin Songjiang Co.Ltd(600225) securities abbreviation: ST Songjiang Announcement No.: pro 2022027
Tianjin Songjiang Co.Ltd(600225)
Announcement of resolutions of the 29th meeting of the 10th 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 the contents.
Tianjin Songjiang Co.Ltd(600225) (hereinafter referred to as “the company”) the 29th meeting of the 10th board of directors (hereinafter referred to as “the meeting”) was held at 10:30 on April 25, 2022 in the conference room of the company, No. 1 Xiangtan Road, Hongqiao District, Tianjin.
The meeting was held by means of on-site combined with communication voting. The meeting was presided over by the chairman, Mr. Yan Peng. There were 8 directors who should attend the meeting, and 7 directors actually attended the meeting (including Mr. Liu Xinlin, the director, and Mr. Wu Yingguang, the independent director, who attended the meeting by means of communication voting). Mr. Li Rong, the director, was unable to attend the meeting due to work reasons, and authorized Ms. Zhou Lan, the entrusted director, to attend and exercise the voting right on his behalf. Supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association. After full discussion, the directors attending the meeting deliberated and passed the following proposals: first, the proposal on the work report of the board of directors in 2021 was deliberated and passed.
In accordance with relevant laws, regulations, normative documents, the articles of association and the rules of procedure of the board of directors, the board of directors of the company has prepared the work report of the board of directors in 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Materials of 6 Shanghai Raas Blood Products Co.Ltd(002252) 021 annual general meeting of shareholders.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
2、 The proposal on the performance report of the audit committee of the board of directors in 2021 was deliberated and adopted.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 performance report of the audit committee of Tianjin Songjiang Co.Ltd(600225) board of directors.
Voting results: 8 in favor, 0 against and 0 abstention.
3、 The proposal on the company’s 2021 annual report and summary of annual report was deliberated and passed.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Tianjin Songjiang Co.Ltd(600225) 2021 and summary of annual report of Tianjin Songjiang Co.Ltd(600225) 2021.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
4、 The proposal on the company’s financial final accounts report in 2021 was deliberated and adopted.
In accordance with the relevant provisions of the company law and the articles of association, the company has prepared the 2021 final financial statement report after being audited and confirmed by ZTE finance Guanghua Certified Public Accountants (special general partnership).
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Materials of 6 Shanghai Raas Blood Products Co.Ltd(002252) 021 annual general meeting of shareholders.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
5、 The plan on profit distribution of the company in 2021 was reviewed and approved.
According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 77842190125 yuan, the net profit deducting non recurring profits and losses attributable to the shareholders of the listed company was -72067381289 yuan, and the net profit of the parent company in 2021 was 16448539334 yuan. The undistributed profit of the parent company at the beginning of 2021 was -595375001835 yuan, and the undistributed profit of the parent company at the end of 2021 was -58045060501 yuan.
According to the relevant provisions of the company law and the articles of association, in view of the negative undistributed profits of the parent company at the end of 2021, the company will not distribute profits or convert the accumulation fund into share capital this year.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
6、 The proposal on the occupation of non operating funds and other related capital transactions of the company in 2021 was deliberated and adopted.
In accordance with the relevant provisions of relevant laws, regulations and normative documents, the company has prepared the statement of non operating capital occupation and other related capital transactions in 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special instructions of ZTE caiguanghua Certified Public Accountants (special general partnership) on the occupation of non operating funds and other related capital transactions in 6 Shanghai Raas Blood Products Co.Ltd(002252) 021.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
7、 The proposal on the company’s provision for asset impairment was deliberated and adopted.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Tianjin Songjiang Co.Ltd(600225) on the provision for asset impairment (Announcement No.: pro 2022029).
8、 The proposal on the main operation of the company’s real estate business in 2021 was deliberated and adopted.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Briefing on the operation of real estate business in 6 Shanghai Raas Blood Products Co.Ltd(002252) 021 (Announcement No.: pro 2022030).
Voting results: 8 in favor, 0 against and 0 abstention.
9、 The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of 6 Shanghai Raas Blood Products Co.Ltd(002252) 021.
Voting results: 8 in favor, 0 against and 0 abstention.
10、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted.
It is agreed to renew the appointment of ZTE caiguanghua Certified Public Accountants (special general partnership) as the company’s financial report and internal control audit service agency in 2022.
The general meeting of shareholders of the company is requested to authorize the management to negotiate with ZTE caiguanghua Certified Public Accountants (special general partnership) to determine the audit fee according to the actual business situation of the company and relevant standards.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Tianjin Songjiang Co.Ltd(600225) on the renewal of accounting firm (Announcement No.: pro 2022031).
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
11、 The proposal on the company’s investment plan in 2022 was deliberated and adopted.
According to the needs of the company’s business development strategy, in order to improve the company’s core competitiveness, the company will focus on investment in information technology service business in 2022, with a planned investment of about 2.071 billion yuan, including about 700 million yuan in Tianjin and about 1.371 billion yuan in other parts of the country outside Tianjin.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
12、 The proposal on the company’s external guarantee amount in 2022 was deliberated and adopted.
In order to meet the company’s business needs, the company plans to provide external guarantee of RMB 4.5 billion in 2022. Among them, the total amount of guarantee for holding subsidiaries with asset liability ratio of 70% or more shall not be higher than 3.5 billion yuan, and the total amount of guarantee for holding subsidiaries with asset liability ratio of less than 70% shall not be higher than 1 billion yuan. Authorize the management of the company to handle specific matters according to the actual work needs of the guarantee within the guarantee limit approved by the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Tianjin Songjiang Co.Ltd(600225) on the amount of external guarantee in 2022 (Announcement No.: pro 2022032).
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
13、 The proposal on Authorizing the company and its holding subsidiaries to apply for loans from related parties in 2022 was deliberated and adopted. According to the business development needs of the company, it is proposed to authorize the company and its holding subsidiaries to apply for loans from related parties in 2022. For loans with a total amount of no more than 1 billion yuan, a capital cost of no more than 12% and a loan term of no more than 3 years, the management of the company is authorized to handle specific matters according to the actual financing needs within the limit approved by the general meeting of shareholders, This authorization is valid from the effective date of this proposal to the day before the 2022 annual general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Tianjin Songjiang Co.Ltd(600225) on related party transactions of borrowing from related parties in 2022 (Announcement No.: pro 2022033). This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
This proposal is related party transactions, and related directors Yan Peng, Liu Xinlin, Li Rong, Zhou Lan and Zhang Kunyu avoided voting.
Voting results: 3 valid votes, including 3 affirmative votes, 0 negative votes and 0 abstention votes.
14、 The proposal on Authorizing the company’s external financing limit in 2022 was deliberated and adopted.
According to the needs of the company’s business development, from the effective date of this proposal to the annual general meeting of shareholders in 2022, it is proposed to authorize the company, wholly-owned subsidiaries and non wholly-owned holding subsidiaries to provide external financing of no more than 4 billion yuan, with a financing cost of no more than 15% and a term of no more than 10 years.
Authorize the management of the company to handle specific matters according to the actual financing needs within the limit approved by the general meeting of shareholders. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
15、 The proposal on the planning of shareholders’ dividend return in the next three years (20222024) was deliberated and adopted.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Dividend return plan for shareholders in Tianjin Songjiang Co.Ltd(600225) next three years (20222024).
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
16、 The proposal on applying for cancellation of delisting risk warning and other risk warnings of the company’s shares was deliberated and adopted. After verification, according to the audit report of the company in 2021 issued by ZTE caiguanghua Certified Public Accountants (special general partnership) and the audit report on the elimination of the impact of the matters described in the unqualified opinion with explanatory notes in the audit report in 2020, it shows that the net assets of the company have been regularized at the end of 2021 and the uncertainty of sustainable operation ability has been eliminated. Therefore, the delisting risk warning and other risk warnings of the company’s shares have been eliminated, and the company meets the conditions for applying for cancellation of delisting risk and other risk warnings. The company is approved to apply to Shanghai stock exchange for cancellation of delisting risk warning and other risk warnings of the company’s shares.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Tianjin Songjiang Co.Ltd(600225) on application for cancellation of delisting risk warning and other risk warnings of the company’s shares (Announcement No.: pro 2022034).
Voting results: 8 in favor, 0 against and 0 abstention.
17、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
It is agreed that the company will hold the 2021 annual general meeting of shareholders at 14:30 p.m. on May 17, 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice of Tianjin Songjiang Co.Ltd(600225) on convening the 2021 annual general meeting of shareholders (Announcement No.: p.2022035).
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Tianjin Songjiang Co.Ltd(600225) board of directors
April 27, 2022
