Securities code: China Railway Prefabricated Construction Co.Ltd(300374) securities abbreviation: China Railway Prefabricated Construction Co.Ltd(300374) Announcement No.: 2022008 China Railway Prefabricated Construction Co.Ltd(300374)
Announcement of resolutions of the third meeting of the Fourth Board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as “the company”) the third meeting of the Fourth Board of supervisors was held on March 23, 2022 in the conference room on the 7th floor of the company by combining on-site and video. The notice of the meeting was sent by e-mail on March 13, 2022. Three supervisors should attend the meeting and three supervisors actually attended the meeting. This meeting was convened and presided over by Mr. Zhang Yajun, chairman of the board of supervisors of the company. The convening and convening procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the China Railway Prefabricated Construction Co.Ltd(300374) articles of association.
The meeting was voted by open ballot. After deliberation by the participating supervisors, the following resolutions were adopted: 1. The proposal on re-election of shareholder representative supervisors of the Fourth Board of supervisors of the company was deliberated and adopted
Mr. Zhang Yajun, the shareholder supervisor of the company, recently submitted a written resignation report. According to the company law, the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of supervisors, the controlling shareholder China Railway Construction Engineering Group Co., Ltd. recommended Mr. Liu Dianjun as the candidate for the shareholder representative supervisor of the Fourth Board of supervisors of the company.
The specific contents of the announcement on the resignation and re-election of shareholders’ representative supervisors are detailed in the announcement of the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
The supervisors attending the meeting agreed that the preparation and review procedures of the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions.
The specific contents of the company’s 2021 annual report and abstract are detailed in the company’s announcement on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
The specific contents of the 2021 work report of the board of supervisors are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on the company’s 2021 annual financial statement report was deliberated and adopted
See the announcement of the company on the gem information disclosure website designated by the CSRC for the specific contents of the company’s 2021 annual financial statement report.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the company’s 2021 annual audit report was deliberated and adopted
The specific contents of the company’s 2021 annual audit report are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
6、 The proposal on the internal control evaluation report of the company in 2021 was deliberated and adopted
The supervisors attending the meeting agreed that the 2021 internal control evaluation report of the company truly and objectively reflected the construction and implementation of the company’s internal control system.
The specific contents of the company’s 2021 internal control evaluation report are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
7、 The proposal on no profit distribution of the company in 2021 was deliberated and passed
The supervisors attending the meeting agreed that the profit distribution plan for 2021 proposed by the company was in line with the actual situation of the company’s current production and operation and the provisions of the articles of association and other relevant documents.
The specific contents of the announcement on the company’s intention not to conduct profit distribution in 2021 are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 was reviewed and approved
The supervisors attending the meeting agreed that the daily connected transactions of the company (including subsidiaries) are required for the normal operation of the company, the transaction price is determined according to the market method, the pricing is fair and reasonable, will not infringe on the interests of minority shareholders, and comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
The announcement on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 is detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on the transfer of company’s creditor’s rights and related party transactions was deliberated and adopted
After review, the board of supervisors believes that the price of the related party transaction between the company and the largest shareholder sun Zhiqiang is fair and reasonable, and there is no behavior damaging the interests of the company and all shareholders. The related party transaction does not make the company dependent on related parties and will not affect the independence of the company.
For details of the announcement on the transfer of the company’s creditor’s rights and related party transactions, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the company’s provision of credit and asset impairment losses in 2021 was reviewed and approved. After review, the board of supervisors considered that the company’s provision of credit and asset impairment losses in accordance with the accounting standards for business enterprises and relevant regulations was in line with the actual situation of the company. The relevant decision-making procedures of this matter comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and shareholders.
The announcement on the company’s provision for credit and asset impairment losses in 2021 is detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the supervisors present at the meeting, and the voting result: 3 votes in favor; No negative vote; There were no abstentions.
Documents for future reference
1. Resolutions of the board of supervisors signed by the attending supervisors;
2. Other documents required by Shenzhen Stock Exchange.
China Railway Prefabricated Construction Co.Ltd(300374) board of supervisors March 24, 2022
