Guangdong Provincial Expressway Development Co.Ltd(000429)
Announcement on the resolution of the 27th meeting of the ninth board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Guangdong Provincial Expressway Development Co.Ltd(000429) (hereinafter referred to as “the company”) the 27th meeting of the ninth board of directors (hereinafter referred to as “the meeting”) was held in the form of on-site meeting and video conference in the conference room of the company on the afternoon of Tuesday, March 15, 2022. The meeting notice and relevant meeting documents of this meeting have been sent to all directors by fax, e-mail or in person on March 4, 2022. There are 14 directors who should attend the meeting, and 14 directors actually attend the meeting. More than half of all directors attend the meeting, which is in line with the relevant provisions of the company law of the people’s Republic of China and the Guangdong Provincial Expressway Development Co.Ltd(000429) articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at the meeting:
(I) deliberation and approval of the proposal on changes in accounting policies
It is agreed that the company will adjust the presentation of centralized fund management in accordance with the notice on printing and distributing the interpretation of accounting standards for Business Enterprises No. 15 (CK [2021] No. 35) issued by the Ministry of finance from December 30, 2021. Voting results: 14 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on write off of asset impairment reserves
The company agreed to write off the provision for asset impairment of 723819584 yuan.
Voting results: 14 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 14 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the profit distribution plan for 2021
1. The statutory surplus reserve of 5758936493 yuan shall be withdrawn within 50% of the registered capital of the company;
2. 119175949182 yuan was withdrawn as the dividend distribution fund in 2021. Based on the total share capital of 209086126 shares at the end of 2021, a cash dividend of 5.70 yuan (including tax) will be distributed for every 10 shares, and the remaining undistributed profits will be carried forward to the next year. The foreign currency conversion price of cash dividends of B-share shareholders shall be determined by the central buying and selling price of Hong Kong dollar against RMB announced by the people’s Bank of China on the first working day after the resolution on dividend distribution is made at the 2021 annual general meeting of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 14 in favor, 0 against and 0 abstention.
(V) deliberated and adopted the proposal on the comprehensive budget for 2022
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 14 in favor, 0 against and 0 abstention.
(VI) deliberating and adopting the work report of the board of directors in 2021
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
There were no affirmative votes and no abstention.
(VII) review and approve the 2021 annual general manager’s business report
Voting results: 14 in favor, 0 against and 0 abstention.
(VIII) deliberating and adopting the proposal on the annual report of 2021 and its summary
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 14 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on internal control evaluation report in 2021
Agree to the Guangdong Provincial Expressway Development Co.Ltd(000429) 2021 annual internal control evaluation report. Voting results: 14 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on hiring an audit institution for 2022 financial report
It is agreed that the company will continue to employ YONGTUO Certified Public Accountants (special general partnership) as the auditor of the company’s financial report in 2022, with an estimated annual financial report and other audit fees of 1.32 million yuan, and authorize the management to negotiate with the accounting firm to determine the audit fees in 2022 according to the actual business conditions in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 14 in favor, 0 against and 0 abstention.
（11） The proposal on hiring internal control audit institutions in 2022 was deliberated and adopted
It is agreed that the company will continue to employ YONGTUO Certified Public Accountants (special general partnership) as the internal control audit institution in 2022, and the audit fee is expected to be 300000 yuan.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 14 in favor, 0 against and 0 abstention.
（12） Deliberated and passed the proposal on confirming the risk assessment report of Guangdong Communications Group Finance Co., Ltd
Agree with the risk assessment report of Guangdong Communications Group Finance Co., Ltd.
Voting results: 14 in favor, 0 against and 0 abstention.
（13） Deliberated and passed the proposal on the report on debt risk control in 2021
Voting results: 14 in favor, 0 against and 0 abstention.
（14） Deliberated and passed the proposal on the analysis report of debt risk in 2021
Voting results: 14 in favor, 0 against and 0 abstention.
（15） The proposal on the company’s expected daily connected transactions in 2022 was deliberated and adopted
It is agreed that the company’s headquarters, branches, wholly-owned subsidiaries and holding subsidiaries are expected to conduct daily related party transactions in 2022, with a total transaction amount of 690341 million yuan.
This proposal involves related party transactions, and related directors Mr. Chen Min, Mr. Zeng Zhijun, Mr. you XiaoCong and Mr. Ren Hua avoided voting.
Voting results: 10 in favor, 0 against and 0 abstention.
（16） Deliberated and adopted the proposal on nominating candidates for directors of the ninth board of directors
It is agreed to nominate Mr. Kuang Yu to be added as a director candidate of the ninth board of directors of the company. The term of office of the members of the ninth board of directors is the same as that of the members of the ninth board of directors, and submit it to the general meeting of shareholders of the company for election.
After Mr. Kuang Yu was elected as a director, the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed one-half of the total number of directors of the company. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
There were no affirmative votes and no abstention.
（17） The proposal on transferring 100% equity of Guangdong High Speed Technology Investment Co., Ltd., a wholly-owned subsidiary, was deliberated and adopted
1. It is agreed that the company will transfer 100% equity of Guangdong High Speed Technology Investment Co., Ltd. to Guangdong Litong Technology Investment Co., Ltd. through non-public agreement transfer based on the recorded asset evaluation results, and the transfer price is 506239 million yuan.
2. Authorize the company’s management team to handle matters related to this equity transfer.
This proposal involves related party transactions, and related directors Mr. Chen Min, Mr. Zeng Zhijun, Mr. you XiaoCong and Mr. Ren Hua avoided voting.
Voting results: 10 in favor, 0 against and 0 abstention.
（18） Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
The company will hold the 2021 annual general meeting of shareholders in the conference room on the 45th floor of the company at 15:00 p.m. on Tuesday, May 17, 2022. The meeting will consider the following matters:
1. Proposal on the financial final accounts report of 2021;
2. Proposal on profit distribution plan in 2021;
3. Proposal on the comprehensive budget for 2022;
4. Work report of the board of directors in 2021;
5. Work report of the board of supervisors in 2021
6. Proposal on 2021 annual report and its summary;
7. Proposal on hiring an audit institution for 2022 financial report;
8. Proposal on hiring internal control audit institutions in 2022;
9. Proposal on electing Mr. Kuang Yu as a director of the ninth board of directors of the company;
10. Proposal on electing Ms. Wang Xiaobing as the supervisor of the ninth board of supervisors of the company;
In addition, the independent directors made a report on their work in 2021.
There were no affirmative votes and no abstention.
3、 Documents for future reference
The resolution of the 27th meeting of the 9th board of directors signed and sealed by the directors attending the meeting. It is hereby announced
Guangdong Provincial Expressway Development Co.Ltd(000429) board of directors
March 16, 2022
Attachment: resume of director candidate Kuang Yu
Kuang Yu, male, Han nationality, 37 years old, master of economics. He started work in 2011 and is now the representative of Poly Developments And Holdings Group Co.Ltd(600048) securities affairs and the Department Manager of the capital operation Department of the office of the board of directors.
As of the date of this announcement, Mr. Kuang did not hold shares of the company; Tibet yingyue Investment Management Co., Ltd. (holding 4.84% of the company’s shares), the shareholder of the company, is a wholly-owned subsidiary of the company where Mr. Kuang works; Not punished by the CSRC and other relevant departments or the stock exchange; He is not the person who has broken his promise; Meet the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association.
