Securities code: 601669 stock abbreviation: Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) Announcement No.: pro 2022-001 Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669)
Announcement on resolutions of the 51st meeting of the 3rd 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. The 51st meeting of the third board of directors of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) (hereinafter referred to as "the company") was held in Haifu international building, 22 Chegongzhuang West Road, Haidian District, Beijing by means of on-site and video conference on January 5, 2022. The notice of the meeting has been sent to each director by e-mail and in writing. 8 directors should be present at this meeting, and 8 directors actually present. The Secretary of the board of directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China and other laws and regulations, normative documents and the provisions of the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association.
The meeting was presided over by Chairman Ding Yanzhang. After full deliberation and effective voting by the participating directors, the following proposals were considered and adopted:
1、 The proposal Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) on asset replacement and related party transactions with China Power Construction Group Co., Ltd. was deliberated and adopted.
The board of directors of the company agrees that in order to properly solve the problem of horizontal competition, the company plans to replace the real estate assets held by the company with the high-quality power grid auxiliary assets held by the controlling shareholder China Power Construction Group Co., Ltd. (hereinafter referred to as "Power Construction Group"), and the difference shall be paid by power construction group to the company in cash. For details, please refer to Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) announcement on asset replacement and related party transactions with China Power Construction Group Co., Ltd. published by the company on Shanghai Stock Exchange on the same day.
The independent directors of the company expressed their independent opinions that: the related party transactions involved in the asset replacement are mainly based on the need to solve the horizontal competition between the company and PowerChina group, and there is no situation that damages the interests of the company and non related shareholders, especially small and medium-sized shareholders; The appraisal institution issuing the asset appraisal report for this asset replacement is independent, the premise of appraisal assumptions is reasonable and fair, and the price of related party transactions is fair; The contents of relevant transaction agreements comply with the provisions of relevant laws, regulations and normative documents; The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; Agree to the related party transaction and submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 4 in favor, 0 abstention and 0 against. Related directors Ding Yanzhang, Wang Bin, Li Yanming and Wang Yu avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 The Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) proposal on external guarantee of the company to be placed with the object of assets in asset replacement was deliberated and adopted.
The board of directors of the company agreed to the external guarantee provided by the company that placed the asset subject matter of this asset replacement, and agreed to the guarantee provided by the company to related parties after the completion of this asset replacement. For details, please refer to Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) announcement on external guarantee of the company to be placed in the asset subject matter in asset replacement published by the company on the same day in Shanghai Stock Exchange.
The independent directors of the company expressed their independent opinions and believed that: the subject company of the asset replacement has provided external guarantee, and after the asset replacement, such guarantee matters constitute the external guarantee of the company; Two of the guaranteed parties, Zhengzhou Yueheng Real Estate Co., Ltd. and Henan fanyue Real Estate Co., Ltd., are the holding subsidiaries of the company with the underlying assets and the participating companies of the company with the underlying assets. After the asset replacement, these two companies will become the subordinate enterprises controlled by the controlling shareholders of the company and constitute the related parties of the company, The company placing the asset object continues to provide guarantee for these two companies, which constitutes that the company provides guarantee for related parties. As such guarantees are required by the normal production and operation of the company with the underlying assets in this asset replacement, other shareholders of the guaranteed have provided guarantees or equity pledge and other counter guarantee measures in the same proportion, and the risk is controllable. The guarantees provided for affiliated joint-stock companies do not damage the interests of the company and non affiliated shareholders, especially small and medium-sized shareholders. The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; Agree to the external guarantee of the company caused by the asset replacement, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 4 in favor, 0 abstention and 0 against. Related directors Ding Yanzhang, Wang Bin, Li Yanming and Wang Yu avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
3、 The Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) proposal on the change of the controlling shareholder's commitment to avoid horizontal competition was deliberated and adopted.
The board of directors of the company considered that the commitment change scheme proposed by the controlling shareholder power construction group of the company was legal and compliant, agreed to change the commitment to avoid horizontal competition, and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. For details, please refer to Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) announcement on the change of controlling shareholder's commitment to avoid horizontal competition published by the company on Shanghai Stock Exchange on the same day.
The independent directors of the company expressed independent opinions that: the controlling shareholder of the company, power construction group, plans to inject high-quality power grid auxiliary assets into the company through asset replacement. At the same time, it has put forward clear solutions for the horizontal competitive business that failed to fulfill its commitments in the original commitments, and the commitment change scheme proposed by the controlling shareholder is legal and compliant, The application for change of commitments complies with the relevant provisions of the guidelines for the supervision of listed companies No. 4 - commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies, and there is no situation that damages the interests of the company and non related shareholders, especially small and medium-sized shareholders; The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; Agree to change the commitment to avoid horizontal competition, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 4 in favor, 0 abstention and 0 against. Related directors Ding Yanzhang, Wang Bin, Li Yanming and Wang Yu avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
4、 The proposal on convening Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
Voting: 8 in favor, 0 abstention and 0 against.
The above proposals I, II and III shall also be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The company will issue a separate notice on convening the first extraordinary general meeting of shareholders in 2022.
It is hereby announced.
Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) board of directors January 7, 2002
