Securities code: 5I5J Holding Group Co.Ltd(000560) securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022024 5I5J Holding Group Co.Ltd(000560)
Announcement of the 19th meeting of the 10th board of directors and the resolution of the board of directors in 2021
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.
1、 Meetings of the board of directors
5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as "the company" or "the company") the notice of the 19th meeting of the 10th board of directors and the 2021 annual board of directors was sent to all directors, supervisors and senior managers in writing by e-mail on April 14, 2022. This meeting is the annual board of directors of the company in 2021. Under the chairmanship of chairman Xie Yong, the meeting was held on April 27, 2022 in the conference room on the 5th floor of Building 8, yard 36, Chuangyuan Road, West District, Chaolai high tech Industrial Park, Chaoyang District, Beijing by means of a combination of on-site meeting and online meeting. Nine directors should be present at the meeting and nine actually present. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After full discussion and deliberation by the directors attending the meeting, the following proposals were considered and adopted by voting, and the following resolutions were formed:
(I) review and approve the work report of the board of directors in 2021
For details, please refer to the disclosure on cninfo.com.cn on the same day as this announcement, i.e. April 29, 2022 Report on the work of the board of directors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) the company's 2021 annual operation and management work report and 2022 work priorities were reviewed and approved. For details, please refer to the disclosure on cninfo.com.cn on the same day as this announcement The contents of "section III Management Discussion and analysis" in the 2021 annual report on.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) review and approve the company's annual report and summary for 2021
After deliberation, the board of Directors believes that the preparation and deliberation procedures of the full text and abstract of the company's 2021 annual report comply with the relevant provisions of laws, administrative regulations and the articles of association, its content and format comply with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the content of the report truly, accurately and completely reflects the company's business status in 2021, without any false records Misleading statements or material omissions. For details, please refer to the announcement at www.info.cn Annual report of 2021 and summary of annual report of 2021 (No. 2022027) on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) review and approve the company's 2021 annual financial statement report
During the reporting period, the company achieved an operating revenue of 11962873800 yuan, an increase of 24.94% over the same period last year; The operating profit was 218215900 yuan, a decrease of 55.82% over the same period last year; The net profit attributable to the owners of the parent company was 1659602 million yuan, a decrease of 46.81% over the same period last year; After deducting non recurring profits and losses, the net profit attributable to the owners of the parent company was 1231973 million yuan, a decrease of 61.47% over the same period last year; The net cash flow from operating activities was 2131620300 yuan, a decrease of 4.97% over the same period of last year; At the end of the reporting period, the total assets of the company were 32963511400 yuan, an increase of 63.80% over the beginning of the period; The net assets attributable to the shareholders of the listed company were 105695901 million yuan, an increase of 2.79% over the beginning of the period.
The detailed contents of the company's 2021 annual financial statement report are disclosed on cninfo.com.cn on the same day as this announcement Annual report 2021 on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) review and approve the plan for profit distribution of the company in 2021
Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 is 16596023725 yuan. After deducting 0 yuan of legal surplus reserve, the undistributed profit of 16596023725 yuan was formed in that year, and the cumulative undistributed profit at the end of the reporting period was 237150587314 yuan.
With the approval of the 2007 annual general meeting of shareholders held on June 27, 2008, the subsequent measurement mode of the company's investment real estate has been changed from cost mode to fair valuation mode since June 1, 2008. After the change of accounting policy, the income from the change of fair value of investment real estate in the current period is -1997120800 yuan. After deducting the impact of income tax, the actual income attributable to the shareholders of the listed company due to the change of fair value in the reporting period is -1481005018 yuan. By the end of 2021, the cumulative income from changes in the fair value of investment real estate was 75619246692 yuan. After deducting the impact of income tax, the actual cumulative income attributable to shareholders of listed companies due to changes in the fair value was 56731270602 yuan. According to relevant regulations, the income from changes in the fair value of this part of investment real estate cannot be distributed temporarily because it has not been realized. After deducting the influence of the above factors, the distributable profit formed in the current period of the consolidated statements is 18077028743 yuan, and the cumulative distributable profit is 180419316712 yuan.
In 2021, the net profit realized in the statement of the parent company was -4221901931 yuan, after deducting the extracted legal surplus reserve of 0 yuan, the undistributed profit formed by the parent company in that year was -4221901931 yuan, and the cumulative undistributed profit at the end of the reporting period was 50475289167 yuan. The income from changes in the fair value of the parent company's investment real estate in the current period is 195530000 yuan. After deducting the impact of income tax, the income attributable to the parent company due to changes in the fair value of investment real estate in the current period is 146647500 yuan. By the end of 2021, the cumulative income from changes in the fair value of the parent company's investment real estate was 57254061269 yuan. After deducting the impact of income tax, the actual cumulative income attributable to the parent company due to changes in the fair value was 42940545952 yuan.
Excluding the impact of changes in the fair value of the parent company's investment real estate, the distributable profit formed by the parent company in this period is -4368549431 yuan, and the cumulative distributable profit is 7534743215 yuan.
Considering the company's development, profitability, capital reserve and other factors, as well as the requirements of the articles of association and the company's shareholder dividend return plan for the next three years (20202022), the company plans to distribute profits. The annual equity distribution plan of the company in 2021 is: Based on the current total share capital of 2355500851 shares, the company will distribute cash of 0.08 yuan (including tax) to all shareholders for every 10 shares, and the total cash dividend this time is 1884400681 yuan, accounting for 10.42% of the distributable profits in the current period of the consolidated statements. In 2021, the company did not give bonus shares and did not convert capital reserve into share capital. After the cash dividend is distributed this time, the company's consolidated statement accumulated distributable profit is 178534916031 yuan, and the parent company's statement accumulated distributable profit is 5650342534 yuan.
During the implementation of this profit distribution plan, from the disclosure of the distribution plan to the equity registration date of profit distribution, if the total number of shares entitled to profit distribution of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, the company will take the total number of shares entitled to profit distribution on the equity registration date when the distribution plan is implemented as the base, The amount of dividend per share shall be adjusted accordingly according to the principle that the total amount of distribution remains unchanged. The specific dividend per share shall be subject to the actual distribution.
The board of Directors believes that the company's profit distribution plan for 2021 adopts the form of cash dividend, and the proportion of cash dividend conforms to the articles of association and the relevant provisions of the company's shareholder dividend return plan for the next three years (20202022), as well as the relevant requirements of the corporate justice of the people's Republic of China and the securities law of the people's Republic of China. The profit distribution plan matches the company's future development plan and growth, and has legitimacy, compliance and rationality. The scheme is in line with the actual situation of the company and the interests of all shareholders of the company.
The independent directors of the company have expressed independent opinions on this proposal and believe that the dividend standard and dividend proportion of the above profit distribution plan are clear and clear, in line with the provisions of the articles of association that "the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year", and meet the relevant provisions of the shareholder dividend return plan for the next three years (20202022) issued by the company. The plan is in line with the actual situation of the company and can realize the reasonable return on investment of the company to investors and take into account the sustainable development of the company. The independent directors agree to the plan for profit distribution of the company in 2021. The profit distribution plan has been deliberated and approved by the board of directors of the company and is proposed to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the deliberation procedure is legal and compliant.
This plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) review and approve the 2021 annual internal control self-evaluation report of the company
The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. The company does not have major defects and important defects in internal control over financial reporting, nor does it have major defects in internal control over non-financial reporting. For the self-evaluation report on internal control of the company in 2021, the audit committee of the board of directors of the company issued audit opinions, independent directors issued independent opinions, the board of supervisors issued verification opinions, and Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the audit report on internal control in 2021. For details, please refer to the announcement at www.info.cn Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) review and approve the 2021 annual social responsibility report of the company
For details, please refer to the announcement at www.info.cn 2021 annual social responsibility report on.
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) deliberated and adopted the statement on the implementation of 2021 performance commitments on major asset purchases in 2019
After the deliberation and approval of the 34th meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2019 held on April 16, 2019 and may 17, 2019 respectively, as of May 31, 2019, Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (hereinafter referred to as "Beijing 5I5J Holding Group Co.Ltd(000560) ") a subsidiary of the company has completed major asset purchases, Beijing 5I5J Holding Group Co.Ltd(000560) purchased 100% equity of lanhaigou (hereinafter referred to as "this major asset purchase" or "this transaction") jointly held by 8 shareholders of Hunan lanhaigou enterprise planning Co., Ltd. (hereinafter referred to as "lanhaigou") by paying cash.
Xie Zhao, Huang Lei, Hu Yang and Hunan jiuhang enterprise equity management partnership (limited partnership), the performance commitment parties and compensation obligors of the counterparties of this transaction, promise that from January 1, 2019, blue ocean purchase will end on December 31, 2019 The accumulated net profit attributable to the shareholders of the parent company under the consolidated statements after deducting non recurring profits and losses realized on December 31, 2020 and December 31, 2021 shall not be less than 70 million yuan, 150 million yuan and 24 million yuan respectively. If the cumulative actual net profit realized by lanhaigou in the performance compensation year is lower than the cumulative committed net profit in the above year, the performance commitment will compensate Beijing 5I5J Holding Group Co.Ltd(000560) for it.
According to the assurance report on the implementation of performance commitments in 2021 for major asset purchases in 2019 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) [Ernst & Young Huaming (2022) Zi No. 61480299a01], the cumulative net profit attributable to the owner of the parent company under the consolidated statement of blue Ocean purchase after deducting the impact of non recurring profits and losses as of December 31, 2021 was 252831500 yuan, The cumulative net profit that has reached the performance commitment made by blue ocean purchase on this transaction, with a completion rate of 105.35%. The performance commitment involved in this transaction has been realized. According to relevant regulations, the company has prepared the statement on the implementation of 2021 performance commitments for major asset purchases in 2019 for the completion of the above performance commitments of blue ocean purchase.
Details of the completion of the above performance commitments of blue ocean purchase are disclosed on cninfo.com.cn on the same day as this announcement Announcement on the achievement of performance commitments and asset impairment test of the target company of major asset purchase in 2019 of subsidiaries (No. 2022028) and assurance report on the implementation of performance commitments in 2021 of major asset purchase in 2019 and other relevant announcements.
Voting result: 9 affirmative votes, negative votes
