Securities code: 688009 securities abbreviation: China Railway Signal & Communication Corporation Limited(688009) Announcement No.: 2022-007 China Railway Signal & Communication Corporation Limited(688009)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
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 the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law. Important content tips: whether there is a proposal rejected at this meeting: none. Convening and attendance of the meeting
(I) time of shareholders’ meeting: February 25, 2022
(II) place of the general meeting of shareholders: block a (III), courtyard China Railway Signal & Communication Corporation Limited(688009) building, No. 1, Automobile Museum South Road, Fengtai District, Beijing. Information on ordinary shareholders attending the meeting and the number of voting rights held by them:
1. Number of shareholders and proxies attending the meeting 20
Including: number of A-share shareholders 19
Number of shareholders of overseas listed foreign shares (H shares) 1
2. Number of voting rights held by shareholders attending the meeting 7187045498
Including: number of voting rights held by A-share shareholders 6674822827
Voting rights held by shareholders of overseas listed foreign shares (H shares)
512222671 number of voting rights 3. The number of voting rights held by shareholders attending the meeting accounts for the voting rights of the company
67.867501 proportion of quantity (%)
Among them: the proportion of the number of voting rights held by A-share shareholders in the company’s voting rights of 63.030566 (%)
Voting rights held by shareholders of overseas listed foreign shares (H shares)
4.836935 proportion of the number of voting rights in the company (%) (Ⅳ) whether the voting method complies with the provisions of the company law and the articles of association, the chairmanship of the general meeting, etc. The meeting was convened by the board of directors of the company and presided over by Mr. Zhou Zhiliang, chairman of the board of directors. The voting method of combining on-site voting and online voting was adopted. The voting procedures were in line with the provisions of the company law of the people’s Republic of China and the China Railway Signal & Communication Corporation Limited(688009) articles of association. (V) attendance of directors, supervisors and Secretary of the board of directors of the company
1. There were 7 directors in office and 6 attended the meeting. Mr. Chen Jiaqiang did not attend the meeting due to epidemic prevention and control; 2. There are 3 supervisors in office and 3 present;
3. Mr. Hu Shaofeng, Secretary of the board of directors, attended the meeting; Other senior executives and relevant personnel shall attend the meeting as nonvoting delegates. 2、 Deliberation of proposals (I) cumulative voting 1. Proposal on the election of non independent directors of the Fourth Board of directors of the company
The number of votes accounted for
Name of proposal: number of votes obtained; whether the meeting is valid or not is the comparison of voting rights
Cases (%)
1.01 elect Zhou Zhiliang as the Fourth Board of directors 6936150417 96.509065 yes
executive director
1.02 elect Xu Zongxiang as the Fourth Board of directors 7185701448 99.981299 yes
executive director
1.03 elect Yang Yongsheng as the Fourth Board of directors 7185264726 99.975222 yes
executive director
1.04 elect Guo Yonghong as the Fourth Board of directors 7103691294 98.840216 yes
Non executive director
2. Proposal on the election of independent directors of the Fourth Board of directors of the company
The proportion of the number of votes obtained by the proposal in the number of votes obtained by the name of the proposal and the effective voting right of the attending meeting
（%）
2.01 Yao Guiqing was elected fourth 7144606651 99.409509 yes
Independent directors of the board of directors
2.02 Yao Zuhui was elected fourth 7133913158 99.260721 yes
Independent directors of the board of directors
2.03 elect Fu Junyuan as the fourth 7191586545 100.063184 yes
Independent directors of the board of directors
3. Proposal on the election of shareholder representative supervisors of the Fourth Board of supervisors of the company
The proportion of the number of votes obtained by the proposal in the number of votes obtained by the name of the proposal and the effective voting right of the attending meeting
（%）
3.01 election of Kong Ning for the fourth 7154413503 99.545961 yes
Board of supervisors Shareholder Representative Supervisor
matter
3.02 elect Li Tienan as the fourth 7188436211 100.019350 yes
Shareholder representatives of the first session of the board of supervisors
supervisor
(II) if major matters are involved, the voting situation of less than 5% shareholders shall be explained
The motion agrees to oppose abstention
No. name of proposal proportion of votes (%) proportion of votes (%)
1.01 election Zhou Zhiliang 37005837 52.567795
The Fourth Board of directors
Executive director of the board
matter
1.02 election Xu Zongxiang 73000320 103.698935
The Fourth Board of directors
Executive director of the board
matter
1.03 election Yang Yongsheng 73000320 103.698935
The Fourth Board of directors
Executive director of the board
matter
1.04 election Guo Yonghong 54806443 77.854039
The Fourth Board of directors
Non executive meeting
director
2.01 election Yao Guiqing 67565821 95.979081
The Fourth Board of directors
Independent directors of the board
matter
2.02 election Yao Zuhui 59705105 84.812721
The Fourth Board of directors
Independent directors of the board
matter
2.03 election of Fu Junyuan 74937450 106.450680
The Fourth Board of directors
Independent directors of the board
matter
(III) explanation on the voting of proposals
All proposals of this general meeting of shareholders are ordinary resolutions, which have been deliberated and adopted by more than 1 / 2 of the total number of effective voting shares.
3、 Witness of lawyers 1. Law firm witnessed at the shareholders’ meeting: Beijing Zhonglun law firm
Lawyer: Wu Qian, Wang Xiaohang 2. Lawyer’s Witness conclusion:
The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of laws, administrative regulations and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid.
It is hereby announced.
China Railway Signal & Communication Corporation Limited(688009) board of directors February 26, 2022
