Securities code: 600185 stock abbreviation: Gree Real Estate Co.Ltd(600185) No.: lin2022-004 bond Code: 150385, 143195, 143226, 151272, 188259
Bond abbreviation: grid 18 01, grid 18 02, grid 18 03, grid 19 01, grid 21 02 Gree Real Estate Co.Ltd(600185)
Announcement of resolutions of the board of directors
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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 its contents. 1、 Meetings of the board of directors
The 24th Meeting of the seventh board of directors was held by means of communication voting on January 25, 2022. The meeting notice shall be sent by email, fax and delivery. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. This meeting complies with the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the application for new loans and credit lines by the company (including its holding companies) in 2022;
In order to meet the needs of the company’s production and operation, it is agreed that in 2022, the company (including its holding companies) will apply for new loans (including financial leasing loans), bank acceptance bills, commercial acceptance bills The total credit lines such as letters of credit and bank guarantees shall not exceed 18.5 billion yuan. The specific loan and credit granting matters shall be handled by the management of the loan subject. If it involves asset mortgage, equity pledge or certificate of deposit pledge, the management of the company shall be authorized to approve it. The validity period of the above matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of the relevant quota in 2023.
The proposal is the annual fund use plan for 2022 formulated according to the practice. The approved limit refers to the limit on the limit that may be generated in the whole year. It can be used in batches or at one time at any time in the whole year, or it may not be used.
Voting: 9 in favor, 0 against and 0 abstention
(II) deliberated and passed the proposal on the company’s guarantee to its holding companies in 2022;
In order to ensure the continuous and steady development of the company’s production and operation and meet the financing guarantee needs of the company’s holding companies, combined with the implementation of the guarantee in 2021, it is agreed that the total amount of the company’s new guarantee for its holding companies in 2022 will not exceed RMB 18.5 billion (including credit guarantee, asset mortgage or equity pledge, etc.). If it involves asset mortgage, equity pledge or certificate of deposit pledge, the management of the company shall be authorized to approve it.
The validity period of the above matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of the relevant quota in 2023.
The proposal is the annual guarantee plan for 2022 formulated according to the practice. The approved limit refers to the limit on the limit that may be generated in the whole year. It can be used in batches or at one time at any time in the whole year, or it may not be used.
Voting: 9 in favor, 0 against and 0 abstention
Independent directors have expressed their consent to this proposal.
For details, please refer to the announcement on the expected guarantee amount of the company to its holding companies in 2022 disclosed by the company on the same day.
(III) deliberated and passed the proposal on mutual guarantee between holding companies of the company in 2022;
In order to meet the financing guarantee needs of the holding companies under the company, it is agreed that the total amount of new guarantees provided by the holding companies under the company in 2022 shall not exceed RMB 6 billion. If it involves asset mortgage, equity pledge or certificate of deposit pledge, the management of the company shall be authorized to approve it.
The validity period of the above matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of the relevant quota in 2023.
The above amount is the total amount of mutual guarantee provided by the holding companies of the company in 2022. The actual total amount of guarantee depends on the actual loan amount between the guaranteed party and banks and other financial institutions. On the premise that the annual estimated total amount does not exceed, the guarantee amount of each subordinate holding company can be adjusted internally.
Voting: 9 in favor, 0 against and 0 abstention
Independent directors have expressed their consent to this proposal.
For details, please refer to the announcement on the mutual guarantee amount expected to be provided between the holding companies of the company in 2022 disclosed by the company on the same day.
(IV) deliberated and passed the proposal on Authorizing the management of the company to carry out foreign investment;
In order to meet the needs of the company’s production and operation, it is agreed to submit to the general meeting of shareholders to authorize the management of the company to decide and carry out foreign investment matters with a total amount of no more than 10 billion yuan. The above foreign investment matters include but are not limited to equity acquisition and transfer, establishment of the company, capital increase, signing of cooperation agreements, etc.
The validity period of the above authorization matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of relevant quotas in 2023.
The proposal is the 2022 foreign investment plan formulated according to the practice. The approved limit refers to the limit on the limit that may be generated during the validity period of the authorization. It can be used in whole or in one time at any time during the validity period of the authorization, or it may not be used.
Voting: 9 in favor, 0 against and 0 abstention
(V) deliberated and passed the proposal on Authorizing the management of the company to purchase land;
In order to meet the needs of the company’s production and operation, it is agreed to submit to the general meeting of shareholders to authorize the management of the company to decide and carry out the purchase of land with a total amount of no more than 10 billion yuan, including but not limited to public bidding, equity acquisition, project cooperation, etc.
The validity period of the above authorization matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of relevant quotas in 2023.
The proposal is the 2022 land purchase plan formulated according to the practice. The approved limit refers to the limit on the limit that may be generated during the validity period of the authorization. It can be used in whole or in one time at any time during the validity period of the authorization, or it may not be used.
Voting: 9 in favor, 0 against and 0 abstention
(VI) deliberating and adopting the proposal on Authorizing the issuance of debt financing instruments;
In order to improve the company’s capital structure, reduce financing costs and enhance the company’s ability to prevent financial risks, it is agreed to request the general meeting of shareholders of the company to authorize the board of directors or persons authorized by the board of directors to specifically decide to issue one or more debt financing instruments within the range of no more than 10 billion yuan, including but not limited to corporate bonds, medium-term notes Long term restricted rights, medium-term notes, short-term financing bonds, etc.
Meanwhile, the general meeting of shareholders of the company is requested to authorize the board of directors of the company or the person authorized by the board of directors to deal with the relevant matters of issuing debt financing instruments within the above limit. The specific contents are as follows:
(1) Determine the specific scheme, specific terms, conditions and related matters of issuing relevant corporate debt financing instruments according to the needs of the company and market conditions, including but not limited to determining the issuing subject, issuing scale, interest rate, term, guarantee method and conditions, issuing object, purpose of raised funds, whether to arrange phased issuance, production, submission Sign, sign, accept and disclose all necessary legal documents; (2) If the issuance policy of the regulatory authority changes or the market conditions change, except for the major matters requiring re voting by the general meeting of shareholders as stipulated in relevant laws, regulations and the articles of association, within the scope of authorization of the general meeting of shareholders, The specific plan for the issuance of debt financing instruments and other related matters can be adjusted accordingly according to the opinions of the regulatory authorities or the prevailing market conditions;
(3) Sign all necessary legal documents related to the issuance of debt financing instruments;
(4) Decide to hire necessary intermediaries to issue debt financing instruments;
(5) Decide on other matters related to the issuance of debt financing instruments.
The board of directors of the company also requested the general meeting of shareholders to authorize the chairman of the company to be the authorized person for the issuance of debt financing instruments to deal with the matters related to the above issuance. The above authorized person has the right to handle the above matters on behalf of the company during the issuance of debt financing instruments in accordance with the scope of authorization determined by the resolution of the general meeting of shareholders and the authorization of the board of directors.
The validity period of the above authorization matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of relevant quotas in 2023.
The proposal is based on the practice of issuing debt financing instruments in 2022. The approved limit refers to the limit on the limit that may be generated during the validity period of the authorization. It can be used in batches or at one time at any time during the validity period of the authorization, or it may not be used.
Voting: 9 in favor, 0 against and 0 abstention
(VII) deliberated and passed the proposal on the sale of assets by the company (including its holding company);
In order to meet the development needs of the company’s industrial upgrading and improve the use efficiency of assets, the board of directors agreed to request the general meeting of shareholders to authorize the company’s management to sell the assets held by the company (including its holding companies) according to the company’s development needs and market conditions, with a cumulative amount of no more than RMB 3.9 billion.
The validity period of the above authorization matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of deliberation and approval of relevant quotas in 2023.
The proposal is the 2022 asset sale plan formulated according to the practice. The approved limit refers to the limit on the limit that may be generated during the validity period of the authorization. It can be used in whole or in one time at any time during the validity period of the authorization, or it may not be used.
Voting: 9 in favor, 0 against and 0 abstention
(VIII) deliberating and adopting the Gree Real Estate Co.Ltd(600185) sixth employee stock ownership plan (Draft) and its summary;
Related directors Mr. Lu Junsi and Ms. Zhou Qinqin withdrew from voting.
Voting: 7 affirmative votes, 0 negative votes and 0 abstention votes
Independent directors have expressed their consent to this proposal.
See Gree Real Estate Co.Ltd(600185) phase VI employee stock ownership plan (Draft) and its summary disclosed by the company on the same day for details.
(IX) deliberating and adopting the measures for the administration of Gree Real Estate Co.Ltd(600185) phase VI employee stock ownership plan; Related directors Mr. Lu Junsi and Ms. Zhou Qinqin withdrew from voting.
Voting: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to the management measures for Gree Real Estate Co.Ltd(600185) phase VI employee stock ownership plan disclosed by the company on the same day.
(x) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the sixth phase of the company’s employee stock ownership plan;
Related directors Mr. Lu Junsi and Ms. Zhou Qinqin withdrew from voting.
Voting: 7 in favor, 0 against and 0 abstention
（11） Deliberated and passed the proposal on canceling the second share repurchase;
The Company repurchased 49095061 shares of the company for the second time. On December 22, 2021, the 22nd Meeting of the seventh board of directors held by the company deliberated and adopted the proposal on changing the purpose of the second repurchased shares, changing the purpose of the second repurchased shares to be used for the employee stock ownership plan.
Based on the consideration of the company’s development strategy and business planning, in order to safeguard the interests of the majority of investors and enhance investors’ confidence in the company, the company decided to change the purpose of the remaining 12261045 shares in the above repurchased shares except for the sixth employee stock ownership plan to cancel and reduce the registered capital accordingly.
According to the articles of association, the cancellation of repurchased shares and the corresponding reduction of registered capital need to be submitted to the general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention
Independent directors have expressed their consent to this proposal.
For details, please refer to the announcement on the proposed cancellation of part of the second share repurchase disclosed by the company on the same day.
（12） Deliberated and passed the proposal on Amending the articles of association of the company;
The current share capital of the company is 1944686896 shares. The 22nd Meeting of the seventh board of directors held on December 22, 2021 and the first extraordinary general meeting of 2022 held on January 7, 2022 considered and approved the proposal on cancellation of initial repurchase shares and the proposal on Amending the articles of association of the company, It is decided to cancel 40246840 shares repurchased for the first time and reduce the registered capital accordingly. At present, the cancellation procedure has not been completed.
The company plans to cancel 12261045 shares repurchased for the second time and reduce the registered capital accordingly. After the cancellation, the share capital is 1892179011 shares (40246840 shares repurchased for the first time have not been considered). Therefore, it plans to amend the relevant provisions of the articles of association.
Voting: 9 in favor, 0 against and 0 abstention
See the announcement on Amending the articles of Association disclosed by the company on the same day for details.
（13） Deliberated and passed the proposal on daily connected transactions expected in 2022;
Related directors Mr. Lu Junsi, Ms. Liu Zehong and Mr. Lin Qiang avoided voting.
Voting: 6 affirmative votes, 0 negative votes and 0 abstention votes
The independent directors have issued prior approval opinions and consent opinions on this proposal.
For details, please refer to the announcement on expected daily connected transactions in 2022 disclosed by the company on the same day.
（14） Deliberated and passed the proposal on the application of the company (including its holding company) for loan limit from related parties in 2022;
In order to meet the needs of production and operation, it is agreed that in 2022, the company (including its holding company) shall apply to related parties for a loan limit of no more than RMB 6 billion, the interest rate shall be determined with reference to the market interest rate, and the term of each loan shall not exceed 5 years from the date of borrowing. The specific borrowing matters shall be handled by the management of the borrower
