Securities code: Cedar Development Co.Ltd(002485) securities abbreviation: ST Xuefa Announcement No.: 2022053
Cedar Development Co.Ltd(002485)
Announcement of resolutions of the 2021 annual general meeting of shareholders
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.
Special tips:
1. The shareholders’ meeting did not veto the proposal.
2. This general meeting of shareholders does not involve changing the resolution of the previous general meeting of shareholders.
1、 Convening and attendance of the meeting
Cedar Development Co.Ltd(002485) (hereinafter referred to as “the company”) announced the notice of the 2021 annual general meeting of shareholders on April 30, 2022. The meeting adopted a combination of on-site voting and online voting. The on-site meeting was held in the conference room of cedar center, No. 2511 Chuang Chuang Avenue, Huangpu District, Guangzhou, Guangdong Province on the afternoon of May 20, 2022 (Friday). The online voting time was May 20, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
The meeting was convened by the board of directors of the company and presided over by Mr. Fan Jiayu, chairman of the board of directors. The meeting met the provisions of the company law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
A total of 10 shareholders and their authorized representatives attended the meeting, representing 407461721 shares of the company, accounting for 749011% of the total voting shares of the company. Among them, there are 4 shareholders and authorized representatives of shareholders participating in the voting on site, and the number of shares representing the company is 377654976, accounting for 694219% of the total voting shares of the company; The number of shareholders voting through online voting is 6, and the number of shares representing the company is 29806745, accounting for% of the total voting shares of the company
5.4792%。
Some directors, supervisors and senior managers of the company attended the meeting through on-site or remote video, and the lawyers of Beijing Zhonglun (Guangzhou) law firm hired by the company attended the meeting through on-site and video.
2、 Deliberation and voting of proposals
The shareholders’ meeting adopts the combination of on-site voting and online voting. After deliberation, the following proposals are adopted:
1. Work report of the board of directors in 2021
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
2. Work report of the board of supervisors in 2021
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
3. 2021 annual report and its summary
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
4. Financial statement report of 2021
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
5. 2021 profit distribution plan
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company):
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 134730 shares opposed, accounting for 0.4505% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
6. Proposal on applying for total financing and guarantee in 2022
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company):
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 134730 shares opposed, accounting for 0.4505% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
7. Proposal on prediction of daily connected transactions in 2022
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.4505% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company):
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 134730 shares opposed, accounting for 0.4505% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
This proposal involves related party transactions. The related shareholders attending this shareholders’ meeting, Guangzhou cedar Cultural Tourism Investment Co., Ltd. and Guangzhou Junkai Investment Co., Ltd., both avoided voting on this proposal.
8. Proposal on remuneration of directors and supervisors of the company
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company):
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 134730 shares opposed, accounting for 0.4505% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
9. Proposal on continuing to rent / sell shops
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company):
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 134730 shares opposed, accounting for 0.4505% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
10. Proposal on shareholder return planning of the company in the next three years (20222024)
407326991 shares were approved, accounting for 999669% of the total number of valid voting shares attending the general meeting of shareholders;
134730 opposed shares, accounting for 0.0331% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company):
29769495 shares were approved, accounting for 995495% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 134730 shares opposed, accounting for 0.4505% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
The proposals considered at this shareholders’ meeting have been adopted by more than two-thirds of the total number of effective voting shares. 3、 Report of independent directors
Mr. Mao Xiubing, an independent director of the company, made a report on the work of independent directors in 2021 on behalf of all independent directors.
The above proposals have been deliberated and adopted at the 15th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors. For details, please refer to the company’s website www.cninfo.com on April 30, 2022 info. com. cn. Relevant announcements on.
4、 Legal opinions issued by lawyers
Name of law firm: Beijing Zhonglun (Guangzhou) law firm
Name of Lawyer: Shao Fang, Zhou haozhen
Conclusion of the legal opinion: our lawyers believe that the convening and convening procedures, the qualification of attendees, the qualification of conveners, voting methods and voting procedures of the company’s general meeting of shareholders are in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the implementation rules for online voting of the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and the articles of association, and the voting results are legal and effective.
5、 Documents for future reference
1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors;
2. “Legal opinion on Cedar Development Co.Ltd(002485) 2021 annual general meeting” issued by Beijing Zhonglun (Guangzhou) law firm.
It is hereby announced.
Cedar Development Co.Ltd(002485) board of directors
May 21, 2022
