Securities code: 688009 securities abbreviation: China Railway Signal & Communication Corporation Limited(688009) China Railway Signal & Communication Corporation Limited(688009)
Materials of the first extraordinary general meeting of shareholders in 2022
February 2022
catalogue
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2012 Proposal of the first extraordinary general meeting of shareholders in 2002 4 proposal 1: proposal on the election of non independent directors of the Fourth Board of directors of the company 4 proposal 2 proposal on the election of independent directors of the Fourth Board of directors of the company 9 proposal 3 proposal on the election of shareholders’ representative supervisors of the Fourth Board of supervisors of the company thirteen
China Railway Signal & Communication Corporation Limited(688009)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure that shareholders exercise their rights in China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as the “company”) according to law, and ensure the normal order and efficiency of the general meeting of shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association of China Railway Signal & Communication Corporation Limited(688009) , the rules of procedure for the general meeting of shareholders of China Railway Signal & Communication Corporation Limited(688009) and other relevant provisions, these instructions are hereby formulated, and all personnel attending the general meeting of shareholders are invited to abide by them consciously.
1、 The conference affairs group is set up for the conference to be responsible for the organization of the conference and coordinate the handling of relevant matters.
2、 Only shareholders (including shareholders’ agents), directors, supervisors, senior managers and other attendees who meet the conditions for attending the general meeting of shareholders can attend the meeting after being reviewed by the company; The company has the right to refuse unqualified persons to enter the venue.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice. The general meeting of shareholders shall not shelve or refuse to vote on all proposals that have been included in the agenda of the general meeting for any reason.
4、 During the meeting, participants should pay attention to maintaining the order of the venue and do not walk around at will. Please turn off your mobile phone or turn it to silent state to keep the venue quiet. The meeting affairs group has the right to take corresponding measures to stop the acts that interfere with the order of the general meeting of shareholders and infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in time. 5、 Shareholders and their agents attending the on-site meeting shall enjoy the right to speak, question and vote according to law. Shareholders who fail to pass the shareholder qualification examination or enter the venue after the host announces the commencement of the general meeting shall not have the voting right of the on-site meeting, and other rights shall not be affected.
6、 Shareholders and their proxies who request to speak may register at the meeting affairs group and be notified by the chairman of the meeting to speak. The speeches of shareholders and their proxies shall focus on the proposals of this meeting, be concise and concise, and the time shall not exceed 5 minutes. After the proposal voting starts, the general meeting will no longer arrange shareholders to speak.
7、 The moderator may arrange the directors, supervisors and other senior managers of the company to answer the questions of shareholders. The moderator or relevant personnel designated by him or her have the right to refuse to answer questions that may disclose the company’s trade secrets and / or insider information and cause damage to the common interests of the company and shareholders.
8、 Shareholders (including shareholders’ proxies) attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders (including shareholders’ proxies) present at the meeting must sign their names on the votes. Votes that are not filled in, wrongly filled in, illegible, and not cast shall be deemed to have waived their voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 The on-site meeting of the general meeting of shareholders elected one shareholder representative, one supervisor as the vote counter, one shareholder representative and one lawyer as the vote supervisor to be responsible for the statistics and supervision of the voting situation and sign the voting results of the proposal.
10、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
China Railway Signal & Communication Corporation Limited(688009)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
1. On site meeting time: 9:30, February 25, 2022
2. Venue of on-site meeting: block a, yard China Railway Signal & Communication Corporation Limited(688009) building, No. 1, Automobile Museum South Road, Fengtai District, Beijing 3. Voting method: the shareholders’ meeting adopts the combination of on-site and online voting system of shareholders’ meeting of Shanghai Stock Exchange
2、 Agenda of the meeting
(I) participants sign in and receive meeting materials
(II) the host announces the commencement of the meeting and reports to the general meeting the number of shareholders and agents attending the on-site meeting, the number of voting rights held, and the proportion of the number of voting rights held in the company’s voting rights
(III) publicize the instructions for the general meeting of shareholders
(IV) election of vote counting and scrutinizing members
(V) the meeting deliberates various proposals item by item
(VI) shareholders and agents present at the meeting speak and ask questions about the proposals deliberated at the meeting
(VII) shareholders and proxies present at the meeting vote on various proposals
(VIII) statistics of on-site voting results and online voting results
(IX) announce the voting results of the meeting
(x) the chairman read out the resolutions of the general meeting of shareholders
（11） The witness lawyer read out the legal opinion
（12） Signing meeting documents
（13） The host announced the end of the on-site meeting
China Railway Signal & Communication Corporation Limited(688009)
Proposal of the first extraordinary general meeting of shareholders in 2022
Proposal 1: proposal on the election of non independent directors of the Fourth Board of directors of the company. Shareholders and shareholder agents:
The third board of directors of China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as ” China Railway Signal & Communication Corporation Limited(688009) ” company “) has expired for three years on August 27, 2021. According to the company law and other laws and regulations and the articles of association, Mr. Zhou Zhiliang, Mr. Xu Zongxiang, Mr. Yang Yongsheng Mr. Guo Yonghong is a non independent director candidate of the Fourth Board of directors of the company. Among them, Mr. Zhou Zhiliang, Mr. Xu Zongxiang and Mr. Yang Yongsheng are candidates for executive director; Mr. Guo Yonghong is a candidate for non-executive director. The above director candidates meet the requirements of the Shanghai Stock Exchange and the stock exchange of Hong Kong on the qualifications and experience of directors of listed companies, do not have the situation that they are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, have not been punished or disciplined by the CSRC and other relevant departments, and can meet the requirements of job responsibilities. After the above-mentioned director candidates are elected as directors of the company by the general meeting of shareholders of the company, the term of office of the directors is three years.
The resumes of candidates for non independent directors are detailed in Annexes 1-1, 1-2, 1-3 and 1-4.
All shareholders and their proxies are invited to review.
China Railway Signal & Communication Corporation Limited(688009) board of directors February 18, 2022 annex 1-1:
Resume of Zhou zhiliang
Mr. Zhou Zhiliang, born in 1964, has served as the executive director and chairman of the company since January 2012 and presided over the overall work of the board of directors.
Since June 2017, he has served as the party secretary of the company. Since May 2017, he has served as the chairman and Secretary of the Party committee of China Railway Communication and signaling Group Co., Ltd. and the general manager and Deputy Secretary of the Party committee of China Railway Communication and signaling Group Co., Ltd. from January 2012 to may 2017. From October 2007 to January 2012, he served as the vice president and member of the Standing Committee of the Party committee of China Railway Construction Corporation Limited(601186) (listed on the stock exchange, stock code: 1186; listed on the Shanghai Stock Exchange, stock code: 601186). From March 2011 to January 2012, he also served as the chairman of China Railway Construction Corporation Limited(601186) Investment Co., Ltd. From December 2004 to October 2007, served as deputy general manager and member of the Standing Committee of the Party committee of China Railway Construction Corporation; From November 2001 to December 2004, served as president and Deputy Secretary of the Party committee of the fourth survey and Design Institute of the Ministry of railways; From January 2000 to November 2001, he served as the chairman of the trade union of the fourth survey and Design Institute of the Ministry of railways; From November 1996 to January 2000, he served as the director of the second survey and Design Department of the fourth survey and Design Institute of the Ministry of railways.
Mr. Zhou graduated from China Institute of mining and technology in July 1985, majoring in hydrogeology and engineering geology, with a Bachelor of engineering degree; He graduated from the school of economics and management of Tsinghua University in January 2008 with a master’s degree in business administration. Mr. Zhou is a senior engineer. Mr. Zhou was elected vice president of China Railway Society in January 2017, deputy to the 15th Beijing Municipal People’s Congress in November 2017 and director of communication and signal branch of China Railway Society in June 2018.
Annex 1-2:
Resume of Xu Zongxiang
Mr. Xu Zongxiang, born in 1963, has been the executive director of the company since February 2020 and the president of the company since December 2019. Since November 2019, he has served as Deputy Secretary of the Party committee, director and general manager of China Railway Communication and signaling Group Co., Ltd. From October 2012 to November 2019, successively held multiple positions of Crrc Corporation Limited(601766) (listed on the stock exchange, stock code: 1766; listed on the Shanghai Stock Exchange, stock code: 601766), including serving as the executive director of Crrc Corporation Limited(601766) from June 2017 to November 2019; From May 2017 to November 2019, served as a member of the Standing Committee of the Crrc Corporation Limited(601766) Party committee; From October 2012 to may 2015, he served as vice president and member of the Standing Committee of the Party committee of CSR. He once served as deputy director of Zhuzhou Electric Locomotive Factory, director and general manager, director and general manager and Deputy Secretary of the Party committee of CRRC Zhuzhou Electric Locomotive Co., Ltd., executive director and general manager and Deputy Secretary of the Party committee; Member of the Standing Committee of the Party committee of CSR; Deputy general manager of Crrc Corporation Limited(601766) Group Co., Ltd.
Mr. Xu graduated from the Department of electrical engineering of Xi’an Jiaotong University in August 1983, majoring in electrical technology, with a bachelor’s degree and a bachelor’s degree in engineering; In June 2003, he graduated from the school of information science and engineering of Central South University with a master’s degree in transportation engineering; In November 2012, he graduated from the school of civil engineering, Central South University, majoring in civil engineering planning and management, with a postgraduate degree and a doctor’s degree in engineering. Mr. Xu is a senior engineer.
Annex 1-3:
Resume of Yang Yongsheng
Mr. Yang Yongsheng, born in 1968, has served as the executive director of the company since August 2018. Since June 2018, he has served as a visiting professor of Dalian Senior Management College, China; Since November 2017, he has served as an off campus tutor of the senior management education center of the school of economics of Peking University. Since July 2017, he has served as Deputy Secretary of the Party committee of China Railway Communication and signaling Group Co., Ltd; Since November 2017, he has served as the employee director of China Railway Communication and signaling Group Co., Ltd. From April 2017 to July 2017, he successively served as the leader of the working group, Secretary of the interim Party committee and chairman of the board of directors of China Urban Rural Construction Group Co., Ltd; From February 2016 to April 2017, served as party secretary and vice chairman of China Road and Bridge Engineering Co., Ltd; From December 2010 to February 2016, he successively held multiple positions of China Communications Construction Company Limited(601800) (listed on the stock exchange, stock code: 1800; listed on the Shanghai Stock Exchange, stock code: 601800), including deputy director of the general office, general manager of the human resources department, director of the Organization Department of the Party committee, executive vice president of the school of management, executive vice president of the Party school, etc; From March 2010 to December 2010, served as deputy director of the General Manager Department of China water resources and Hydropower Construction Co., Ltd; From July 1988 to July 2006, he successively held many positions in Sinohydro bureau 5, including the president of the middle school for the children of employees, the director of the education department, the director of the human resources department, the director of the Organization Department of the Party committee, the director of the Restructuring Office, the deputy director, the chief economist, etc.
Mr. Yang graduated from Lisbon University of business administration in Portugal in May 2012 with a doctorate in management. Mr. Yang is a senior economist and senior engineer. He is the author of the monograph “cultivation of global competitiveness” (China Renmin University Press, 2018) “from competitiveness to core competitiveness” (China Development Press, the first edition in 2014 and the second edition in 2016). He is an expert on special government subsidies under the State Council.
Annex 1-4:
Resume of Guo Yonghong
Mr. Guo Yonghong, born in 1963, has served as a non-executive director of the company since March 2021. Since August 2020, he has served as a full-time external director of central enterprises. From March 2018 to August 2020, served as party secretary, chairman and general manager of China Mobile Tietong Co., Ltd; From May 2018 to August 2020, he served as chairman and general manager of China Tietong Group Co., Ltd. From November 2015 to March 2018, he served as the chairman, general manager and member of the Party committee of China Mobile Communication Group Chongqing Co., Ltd. (he served as the Secretary of the Party Committee since January 2017)
