Securities code: 600039 securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2021-146
Sichuan Road & Bridge Co.Ltd(600039)
Announcement on the resolutions of the 47th meeting of the seventh board of directors
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、 Convening of board meeting
(i) The meeting of the board of directors was held in accordance with the provisions of the company law and the articles of association.
（2） The board meeting was held on site in the conference room on the fourth floor attached to the company on Wednesday, December 22, 2021. The meeting notice was sent in writing and telephone on December 20, 2021.
（3） The number of people who should attend the board meeting is 11, and the actual number of people who attended the meeting is 11. Among them, one person was entrusted to attend the meeting. Director Yang rugang failed to attend the meeting in person due to other official duties, and entrusted director Li Lin to exercise the voting right on his behalf.
（4） The meeting was presided over by Chairman Xiong Guobin, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. II. Deliberations of the board of directors
(i) The proposal on the cancellation of the government and social capital cooperation (PPP) contract for the construction project of Jintang County new urbanization comprehensive experimental zone by Luqiao group was reviewed and adopted
The company held the 15th meeting of the 6th board of directors and the 4th extraordinary general meeting of shareholders in 2016 on November 28, 2016 and December 15, 2016, and deliberated and adopted the proposal on the participation of road and Bridge Group in the construction of PPP project in Jintang County new urbanization comprehensive experimental zone, It is agreed that the consortium formed by Sichuan Road and Bridge Construction Group Co., Ltd. (hereinafter referred to as “road and Bridge Group”), a wholly-owned subsidiary of the company, Sichuan railway investment Urban Rural Investment and Construction Group Co., Ltd. and Tianjin municipal engineering design and Research Institute Co., Ltd. will win the bid and invest in the construction project of new urbanization comprehensive experimental area in Jintang county (hereinafter referred to as “the project”) ）。 Since the project has not entered the PPP project library of the Ministry of Finance and the financing is blocked, the project cannot be promoted. After consensus, it is proposed to terminate the project contract and cancel Sichuan Tianfu Shuicheng new area development and Construction Co., Ltd. after liquidation according to law. The meeting agreed that road and Bridge Group signed the agreement on termination of government and social capital cooperation (PPP) contract for the construction project of Jintang County new urbanization comprehensive experimental zone.
See Sichuan Road & Bridge Co.Ltd(600039) announcement on the progress of related party transactions of road and Bridge Group’s participation in the construction of PPP project in Jintang County’s new urbanization comprehensive experimental zone with Announcement No. 2021-148 for details.
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin evaded the form of the proposal
Securities code: 600039 securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2021-146
No.
Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their prior approval and independent opinions on the proposal and agreed.
Voting results: eight votes in favor, none against and no abstention.
（2） The Convention on
< Sichuan Road & Bridge Co.Ltd(600039) 科技创新管理办法（试行）>
In order to further consolidate the scientific and technological innovation management of the company and promote the standardization, institutionalization and standardization of scientific and technological innovation, the management measures are formulated in accordance with relevant regulations, laws and regulations and in combination with the actual situation of the company. The meeting deliberated and adopted the measures for the administration of Sichuan Road & Bridge Co.Ltd(600039) scientific and technological innovation (for Trial Implementation).
Voting results: ten votes in favor, none against and no abstention.
（3） The proposal on by election of directors of the company was deliberated and adopted
Mr. Gan Hong, the director, vice chairman and general manager of the company, resigned from the position of director, vice chairman and special committee of the board of directors due to work adjustment. Mr. Gan Hong still holds the position of general manager of the company. The board of directors agrees to nominate Mr. Hu Yuanhua to the general meeting of shareholders of the company as a candidate for the seventh board of directors of the company, and the term of office is the same as that of the current board of directors.
See Sichuan Road & Bridge Co.Ltd(600039) announcement on resignation and by election of directors of the company with Announcement No. 2021-149 for details. Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their independent opinions on the proposal and agreed.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
（4） The proposal on convening the company’s first extraordinary general meeting in 2022 was reviewed and passed. According to the articles of association and relevant regulations, the company plans to hold the company’s first extraordinary general meeting in 2022 on January 7, 2022 in the form of on-site connection with the network.
See Sichuan Road & Bridge Co.Ltd(600039) notice on convening the first extraordinary general meeting of shareholders in 2022 with Announcement No. 2021-151 for details.
Voting results: ten votes in favor, none against and no abstention.
3、 Online announcement attachment
1. Sichuan Road & Bridge Co.Ltd(600039) prior approval opinions of independent directors at the 47th meeting of the seventh board of directors;
2. Sichuan Road & Bridge Co.Ltd(600039) opinions of independent directors at the 47th meeting of the seventh board of directors.
It is hereby announced.
Securities code: 600039 securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2021-146
Sichuan Road & Bridge Co.Ltd(600039) board of directors December 22, 2021
