Securities code: 601800 securities abbreviation: China Communications Construction Company Limited(601800) Announcement No.: pro 2022-006 China Communications Construction Company Limited(601800)
Announcement of resolutions of the first meeting of the 5th board of directors
The board of directors and all directors of China Communications Construction Company Limited(601800) (hereinafter referred to as the company or 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.
interpretation:
1. CCCC group refers to China Communications Construction Group Co., Ltd., the controlling shareholder of the company
CCCC first highway Group Co., Ltd. was renamed CCCC first highway 2 I. public security bureau group refers to
Engineering Co., Ltd., a subsidiary of the company
3. Bridge and Tunnel Company refers to the bridge and Tunnel Engineering Co., Ltd. of CCCC First Highway Engineering Co., Ltd., a subsidiary of the company
4. China Road and Bridge refers to China Road and Bridge Engineering Co., Ltd., a subsidiary of the company
5. First navigation bureau refers to CCCC first Navigation Engineering Bureau Co., Ltd., a subsidiary of the company
6. First navigation bureau and first company refers to the first Engineering Co., Ltd. of CCCC first navigation bureau, a subsidiary of the company
7. CCCC investment refers to CCCC Investment Co., Ltd., a subsidiary of the company
8. CCCC dredging refers to CCCC dredging (Group) Co., Ltd., a subsidiary of the company
The notice of the first meeting of the 5th board of directors of the company was sent in writing on February 20, 2022, and the meeting was held on site on February 25, 2022. Nine directors of the board of directors carefully considered the proposals of the meeting and voted on the matters discussed. The convening procedures of the meeting and the number of directors present met relevant regulations, and the voting results were legal and valid.
The meeting deliberated and passed relevant proposals and formed the following resolutions:
1、 The proposal on electing the chairman of the 5th board of directors of the company was deliberated and adopted
It is agreed to elect executive director Wang TongZhou as the chairman of the 5th board of directors of the company, and the term of office starts from the date of making the resolution of the board of directors to the date of expiration of the term of office of the 5th board of directors.
For Wang TongZhou's resume, please refer to the announcement on the resolution of the 61st meeting of the China Communications Construction Company Limited(601800) Fourth Board of directors disclosed by the company on January 28, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the proposal on the members of the special committees of the 5th board of directors
It is agreed that the members of each special committee of the board of directors of the company are as follows:
Strategy and Investment Committee: Wang TongZhou (Chairman), Wang Haihuai, sun Ziyu, MI Shuhua, Liu Hui, Zhou Xiaowen;
Nomination Committee: Wang TongZhou (Chairman), Liu Xiang, Chen Yongde, Wu Guangqi, Zhou Xiaowen;
Audit and internal control committee: Chen Yongde (Chairman), Liu Hui, Wu Guangqi;
Remuneration and assessment committee: Liu Hui (Chairman), MI Shuhua, Wu Guangqi.
The term of office of the above members is from the date of making the resolution of the board of directors to the date of expiration of the term of office of the Fifth Board of directors. See the announcement on the resolution of the 61st meeting of the China Communications Construction Company Limited(601800) Fourth Board of directors disclosed by the company on January 28, 2022 for their resumes.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Deliberated and passed the proposal on appointing the president of the company
It is agreed to continue to appoint Wang Haihuai as the president of the company from the date of making the resolution of the board of directors to the date of expiration of the term of office of the Fifth Board of directors. Independent directors expressed independent opinions on this. Wang Haihuai's resume is detailed in the announcement on the resolution of the 61st meeting of the China Communications Construction Company Limited(601800) Fourth Board of directors disclosed by the company on January 28, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 Deliberated and passed the proposal on the appointment of vice president and chief financial officer of the company
It is agreed to continue to appoint Wen Gang, Wang Jian, Zhou Jingbo, Li Maohui, Chen Zhong and Yang Zhichao as the vice president of the company, and Zhu Hongbiao as the chief financial officer of the company. The term of office of the above senior managers is from the date of making the resolution of the board of directors to the date of expiration of the term of office of the Fifth Board of directors. Independent directors expressed independent opinions on this. The resumes of the above senior managers are detailed in the annex.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 Deliberated and passed the proposal on appointing the Secretary of the board of directors of the company
It is agreed to continue to appoint Zhou Changjiang as the Secretary of the board of directors of the company, and the term of office starts from the date of making the resolution of the board of directors to the date of expiration of the term of office of the Fifth Board of directors. Independent directors expressed independent opinions on this. See the attachment for Zhou Changjiang's resume.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 Deliberated and passed the proposal on appointing company secretary and authorized representative
Agree to continue to appoint Wang Tongzhou and Zhou Changjiang as authorized representatives and the main authorized persons of the electronic reporting system of the stock exchange of Hong Kong to submit relevant documents to the stock exchange of Hong Kong, including but not limited to changing the registration form of the main authorized persons of electronic reporting. Continue to appoint Zhou Changjiang (with the qualification of company secretary required by the Hong Kong Stock Exchange) as the company secretary of the company. The performance time of the company secretary and authorized representative is from the date of making the resolution of the board of directors to the date of expiration of the term of office of the Fifth Board of directors.
Voting results: Yes [9], no [0], abstention [0]
7、 The proposal on establishing CCCC Central South Engineering Bureau Co., Ltd. was deliberated and adopted
It is agreed that the company will increase the capital of the bridge and Tunnel Company by 1.324 billion yuan, and the registered capital of the bridge and Tunnel Company will be changed from 500.8 million yuan to 1.5 billion yuan. After the capital increase, the bridge and tunnel company was renamed CCCC Central South Engineering Bureau Co., Ltd., which was 51% owned by the first public company and 49% owned by the company.
Voting results: Yes [9], no [0], abstention [0]
8、 The proposal on the establishment of CCCC (Qingdao) Rail Transit Construction Co., Ltd. was deliberated and passed, and it was agreed to establish a wholly-owned subsidiary. The company name is CCCC (Qingdao) Rail Transit Construction Co., Ltd. (subject to the name approved by the market supervision and administration department). The registered place is Jiaozhou City, Qingdao, with a registered capital of 500 million yuan. Voting results: Yes [9], no [0], abstention [0]
9、 Deliberated and passed the proposal on establishing China Communications Construction Company Limited(601800) Singapore subsidiary
The company is approved to set up a wholly-owned subsidiary, company name: Sihai Holding Co., Ltd., registered in Singapore, with a registered capital of US $15 million.
Voting results: Yes [9], no [0], abstention [0]
10、 Deliberated and adopted the proposal on reviewing the audit work plan for China Communications Construction Company Limited(601800) 2022
Agree to the China Communications Construction Company Limited(601800) 2022 audit work plan.
Voting results: Yes [9], no [0], abstention [0]
11、 Deliberated and passed the proposal on the company's external donation budget in 2022
Approve the company's external donation budget for 2022.
Voting results: Yes [9], no [0], abstention [0]
12、 The proposal on Issuing the letter of guarantee for changing the parent company for John Holland Melbourne west gate tunnel project was reviewed and approved
John Holland of Australia, a subsidiary of CCCC International (Hong Kong) Holdings Limited, participated in the implementation of the Melbourne west gate tunnel project in the form of a consortium. Due to the change of the project contract, the original project design and construction contract amount was a $4.99 billion, and the contract amount after the change of the additional amount was a $8.53 billion. It is agreed that the company will continue to provide the parent company's guarantee letter in accordance with the project contract in accordance with the Australian project bidding practice and contract agreement. The parent company's guarantee liability limit is consistent with the liability limit of the changed project design and construction contract.
This part of the guarantee limit is adjusted and used within the annual guarantee plan limit approved by the annual general meeting of shareholders of the company on June 10, 2021.
The independent directors of the company express independent opinions on this guarantee.
Voting results: Yes [9], no [0], abstention [0]
It is hereby announced.
China Communications Construction Company Limited(601800) board of directors February 26, 2022
enclosure:
Mr. Wen Gang, born in 1966, Chinese nationality, is currently the vice president and member of the Party committee of the company. At the same time, he serves as the deputy general manager and member of the Standing Committee of the Party committee of CCCC group. Mr. Wen joined the company in 1988 and has rich operation and management experience. He has successively served as the deputy general manager of the first company, the director and deputy general manager of China Road and bridge, the executive general manager of the overseas business department of the company, the chairman of China Road and bridge and the assistant to the president of the company. Mr. Wen graduated from Guangzhou Institute of foreign languages, majoring in French, and later obtained a master's degree in project management engineering from Changsha University of technology. He is a senior engineer and senior economist. Mr. Wen has served as the vice president of the company since December 2016.
Mr. Wang Jian, born in 1964, Chinese nationality, is currently the vice president, safety director and member of the Party committee of the company. At the same time, he is also the deputy general manager and member of the Standing Committee of the Party committee of CCCC group. Mr. Wang joined the company in 2004 and has rich operation and management experience. He has successively served as the director and deputy general manager of CCCC Tunnel Engineering Bureau Co., Ltd., the general manager of the company's East China regional headquarters, the general manager of road and bridge rail transit division and the assistant to the president. Mr. Wang graduated from Xi'an Highway University, majoring in bridge, tunnel and structural engineering. After that, he obtained a doctor's degree in geotechnical engineering from Central South University. He is a senior engineer. Mr. Wang has served as the vice president of the company since December 2016.
Mr. Zhou Jingbo, born in 1963, Chinese nationality, is currently the vice president and member of the Party committee of the company and the chairman of CCCC dredging. Mr. Zhou joined the company in 1980 and has rich operation and management experience. He has successively served as assistant to the general manager, deputy general manager and general manager of the first navigation bureau and the first company, deputy general manager of the first navigation bureau, chairman, general manager and Deputy Secretary of the Party committee of CCCC Tianjin Waterway Bureau Co., Ltd., Cccg Real Estate Corporation Limited(000736) chairman, general manager and temporary secretary of the Party committee, Assistant to the president of the company, general manager of the port and shipping dredging division, and Deputy Secretary of the interim Party committee of CCCC dredging. Mr. Zhou graduated from China University of Geosciences (Wuhan) with a master's degree in economics. He is a senior engineer and senior economist. Mr. Zhou has been the vice president of the company since October 2019. Mr. Li Maohui, born in 1962, Chinese nationality, is currently the vice president and member of the Party committee of the company and the chairman of CCCC investment. Mr. Li joined the company in 2005 and has rich experience in finance and operation management. He has successively served as deputy director, director, deputy director and member of the Party group of the planning and Finance Department of the Department of communications of Ningxia Hui Autonomous Region, deputy director (temporary post) of the first evaluation Bureau of China Development Bank, deputy chief economist of China Road and bridge, general manager of the investment department of China Communications Group and general manager of the capital operation Department of the company, Director, general manager and Deputy Secretary of the Party committee of CCCC investment, chairman and Secretary of the Party committee of CCCC investment, and assistant to the president of the company. Mr. Li graduated from Chang'an University (formerly known as Xi'an Highway College) with a bachelor's degree in finance and accounting and a master's degree in Senior Business Administration from Tsinghua University. He is a senior economist. Mr. Li has been the vice president of the company since October 2019.
Mr. Zhu Hongbiao, born in 1970, Chinese nationality, is currently the chief financial officer and member of the Standing Committee of the Party committee of the company, and serves as the chairman of CCCC Finance Co., Ltd. Zhu Xiansheng joined the company in 1994 and has rich experience in capital and financial management. He has successively served as assistant general manager and deputy general manager of China Road and bridge capital management department, deputy general manager of financial accounting department, deputy general manager and general manager of capital Department of CCCC group and general manager of financial capital Department of the company. Mr. Zhu graduated from Chang'an University (formerly known as Xi'an Highway College) with a bachelor's degree in accounting and a master's degree in accounting from Peking University. He is a senior accountant. Mr. Zhu has been the chief financial officer of the company since October 2019.
Mr. Chen Chong, born in 1971, Chinese nationality, is currently the vice president and member of the Party committee of the company. At the same time, he is the general manager of the supply chain management department of the company and the executive director of China communications materials Co., Ltd. Mr. Chen joined the company in 1994 and has rich professional knowledge and extensive management experience. He has successively served as deputy manager and chief engineer of Mauritania 101 highway project of the first aviation bureau, deputy director and chief engineer of the foreign business department of the first aviation bureau, deputy general manager of the first company of the first Aviation Bureau, director and executive director of CCCC Tianjin Port Co.Ltd(600717) Bay Engineering Research Institute, and general manager of the first company of the first aviation bureau, Deputy general manager and chief engineer of China Harbour Engineering Co., Ltd., deputy general manager, executive general manager and general manager of the company's overseas business division. Mr. Chen graduated from Hehai University with a bachelor's degree in port and waterway engineering, a master's degree in port, coastal and offshore engineering from Tianjin University and a doctor's degree in road and railway engineering from Changsha University of technology. He is a senior engineer. Mr. Chen has served as the vice president of the company since October 2019.
Mr. Yang Zhichao, born in 1981, Chinese nationality, is currently the vice president, member of the Party committee and director of the Office (Party Committee Office) of the company. Mr. Yang joined the company in 2003 and has rich operation and management experience. He has successively served as party secretary and deputy general manager of the Third Engineering Co., Ltd. of CCCC Third Highway Engineering Co., Ltd., chairman and party secretary of the first Engineering Co., Ltd. of CCCC Third Highway Engineering Co., Ltd; Secretary of the Youth League Committee of the company, deputy general manager (deputy director) of the second Department of human resources department (Party Committee Organization Department), deputy director (Deputy General Manager) of the Party committee work department (Enterprise Culture Department), and deputy director of the Party committee work department (Party Committee United Front Work Department); Deputy Secretary of the Party committee, director and general manager of China urban and rural Holding Group Co., Ltd. and chairman of China Municipal Engineering southwest design and Research Institute Co., Ltd. Mr. Yang graduated from Changsha University of technology with a bachelor's degree in civil engineering and a master's degree in transportation engineering. He is a senior engineer and senior political engineer. Mr. Yang has been the vice president of the company since August 2021.
Mr. Zhou Changjiang, born in 1965, Chinese nationality, is currently the Secretary of the board of directors and the company secretary of the company, and the chairman of CCCC Capital Holdings Co., Ltd. Mr. Zhou joined the company in 2000 and is familiar with enterprise management and corporate governance, capital operation, information disclosure and investor relations management. He has rich operation and management experience and expertise
