China Railway Prefabricated Construction Co.Ltd(300374)
Work report of the board of directors in 2021
China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as “the company”) the board of directors has continuously improved the corporate governance structure and established a sound internal management and control system of the company in strict accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies and other laws and regulations, normative documents and relevant regulations and requirements of the regulatory authorities. According to the rules of procedure of the general meeting of the company, the rules of procedure of the general meeting of the company and the actual situation of the board of directors are revised in accordance with the rules of procedure of the company. At the same time, we will carry out in-depth corporate governance activities, constantly standardize the company’s operation and improve the level of corporate governance.
1、 Implementation of resolutions of the general meeting of shareholders
During the reporting period, the company held four general meetings of shareholders, which adopted the combination of on-site and online voting, and counted the votes of small and medium-sized investors separately according to the requirements, so as to facilitate the majority of investors to participate in the voting of the general meeting of shareholders. At the same time, the company employs lawyers to witness the convening, convening procedures and voting results of the meeting, so as to fully protect the shareholders’ right to know, participation and decision-making. In strict accordance with the relevant laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders, the company conscientiously implements the decision-making procedures for major matters, implements the decision-making principle of deliberation before implementation, and conscientiously implements the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders. There is no case that major matters have not been approved by the general meeting of shareholders, There is also no case of implementation before consideration.
2、 Daily work of the board of directors
1. Convening of board meeting
During the reporting period, the company successfully completed the replacement of the third board of directors. In 2021, the board of directors held 13 meetings. All directors actively participate in the decision-making process of important matters of the company, and fully study and make prudent decisions on important matters affecting the interests of investors, such as regular reports, related party transactions, senior management appointment, institution establishment, formulation of management measures and so on. The directors actively attended the board of directors. After the meeting, the management of the operator standardized in strict accordance with the resolutions of the board of directors. The convening procedures of all previous board meetings comply with the articles of association, rules of procedure of the board of directors and relevant laws and regulations. The details of the board meeting are as follows:
Number of meetings held 13 number of proposals considered and adopted 53
Time of convening: proposals considered and adopted at the session of the meeting
The third session of the board of directors on January 22, 2021 1 1. Proposal on the appointment of the company’s chief accountant
The 30th meeting 2. Proposal on financial leasing business and related party transactions between the company and China railway financial holding Financial Leasing Co., Ltd
3. Proposal on Revising the internal reporting measures for China Railway Prefabricated Construction Co.Ltd(300374) major events 4. Proposal on Revising the working rules of China Railway Prefabricated Construction Co.Ltd(300374) General Manager
1. Proposal on 2020 annual report and summary of the company
2. Proposal on the work report of the general manager of the company in 2020
3. Proposal on the work report of the board of directors in 2020
4. Proposal on the work report of independent directors of the company in 2020
5. Proposal on the company’s 2020 financial final accounts report
6. Proposal on the company’s 2020 annual audit report
The 3rd board of directors 7. Proposal on the company’s profit distribution plan in 2020
The 31st meeting on March 25, 2021 8. Proposal on the company’s internal control evaluation report in 2020
9. Proposal on the special report on the deposit and use of the company’s raised funds in 2020
10. Proposal on the total amount of financing applied by the company and its subsidiaries for comprehensive credit line in 2021
11. Proposal on the company’s plan to provide guarantee with a total amount of no more than RMB 1.5 billion to subsidiaries in 202112. Proposal on the confirmation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 202113. Proposal on the company’s 2021 budget objectives and budget targets of various units
14. Proposal on investment and establishment of China Railway Prefabricated Construction Co.Ltd(300374) Technology (Fujian) Co., Ltd
15. Proposal on capital increase to wholly owned subsidiaries
16. Proposal on convening the 2020 annual general meeting of shareholders
The third board of directors
The 32nd meeting on April 26, 2021 1 1. Proposal on the company’s report for the first quarter of 2021
Discuss
The third board of directors
The 33rd meeting on May 25, 2021 1 1. Proposal on the chairman’s acting as the general manager
Discuss
1. Proposal on the company’s e-credit business and related transactions of the third board of directors through the supply chain financial platform of China Railway Commercial factoring Co., Ltd
The 34th meeting on June 7, 2021 2. Proposal on asset securitization business and related party transactions between the company and China Railway Capital Co., Ltd
Discussion 3. Proposal on increasing the forecast of daily connected transactions in 2021
4. Proposal on convening the first extraordinary general meeting of shareholders in 2021
The third board of directors
The 35th meeting on June 15, 2021 1 1. Proposal on the appointment of deputy general manager of the company
Discuss
The 3rd board of directors 1. Proposal on changing accounting firm
The 36th meeting on August 6, 2021 2. Proposal on convening the second extraordinary general meeting of shareholders in 2021
Discuss
The third board of directors
The 26th meeting on August 16, 2021 1 1. Proposal on appointing the general manager of the company
Discuss
The third board of directors 1. Proposal on the company’s 2021 semi annual report and summary
At the 38th meeting on August 23, 2021, 2. Proposal on carrying out asset securitization business and related party transactions between the company and China Railway Trust Co., Ltd. 3. Proposal on Amending the information disclosure management system
1. Proposal on the election of non independent directors of the Fourth Board of directors
2. Proposal on the election of independent directors of the Fourth Board of directors
The 3rd board of directors 3. Proposal on Amending the implementation rules of the strategy committee
At the 39th meeting on September 28, 2021, 4. Proposal on Amending the implementation rules of the audit committee
5. Proposal on Amending the implementation rules of the remuneration and appraisal committee
6. Proposal on Amending the implementation rules of the nomination committee
7. Proposal on formulating the rules of procedure of the investment decision making Committee
8. Proposal on convening the third extraordinary general meeting of shareholders in 2021
1. Proposal on electing the chairman of the 4th board of directors of the company
2. Proposal on election of vice chairman of the Fourth Board of directors of the company
3. Proposal on election of members of special committees of the Fourth Board of directors of the company
The 4th board of directors on October 14, 2021 4. Proposal on the appointment of the general manager of the company
The first meeting 5. Proposal on the appointment of deputy general manager of the company
6. Proposal on appointment of chief accountant of the company
7. Proposal on appointment of chief engineer of the company
8. Proposal on appointment of securities affairs representative of the company
The 4th board of directors on October 27, 2021 1 1. Proposal on the third quarter report of the company in 2021
Second meeting 2. Proposal on withdrawing credit and asset impairment losses from January to September 2021
On December 23, 2021, the 4th board of directors 1. Proposal on cashing the annual salary of leaders in 2020
The third meeting 2. Proposal on formulating the allowance for independent directors of the company
2. Performance of directors
In 2021, all directors of the company performed their duties, made decisions diligently and efficiently, continued to carry out in-depth corporate governance activities, carefully reviewed and discussed various proposals submitted to the board of directors for deliberation, made suggestions for the operation and development of the company, fully considered the interests and demands of minority shareholders when making decisions, and effectively enhanced the scientificity of the decision-making of the board of directors, Further promote the stable and healthy development of the company’s operation and management, and continuously improve the level of governance.
During the reporting period, the directors of the company did not raise objections to various proposals and other related matters considered by the board of directors. The independent directors of the company strictly perform the duties of independent directors, carefully review the relevant matters considered by the board of directors of the company, and actively pay attention to the major business decisions of the company in accordance with the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, Relevant opinions were expressed on matters requiring prior approval or independent opinions of independent directors, which gave full play to the role of independent directors, provided effective guarantee for the scientific decision-making of the board of directors, and effectively protected the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
3. Performance of special committees under the board of directors
The board of directors of the company has five special committees, namely audit and risk management committee, strategy committee, nomination committee, remuneration and assessment committee and investment decision-making committee. In strict accordance with the relevant laws and regulations, normative documents and the relevant provisions of the rules of procedure of the special committees, the special committees diligently carried out their work, ensured the scientificity of the decision-making of the board of directors, and laid a solid foundation for building a perfect corporate governance structure. During the reporting period, it mainly reviewed the company’s periodic reports, related party transactions, basic systems, executive compensation, directors’ qualifications and other matters.
4. Information disclosure management
During the reporting period, the board of directors strictly complied with the relevant provisions on information disclosure and
