Securities code: China Railway Prefabricated Construction Co.Ltd(300374) securities abbreviation: China Railway Prefabricated Construction Co.Ltd(300374) Announcement No.: 2022007 China Railway Prefabricated Construction Co.Ltd(300374)
Announcement on the resolution of the fourth meeting of the Fourth 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.
China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as “the company”) the fourth meeting of the Fourth Board of directors was held on March 23, 2022 in the conference room on the 7th floor of the company in the way of combining on-site and video. The notice of the meeting was sent by e-mail on March 13, 2022. 6 directors should attend the meeting and 6 actually attended the meeting. The company’s supervisors and some senior managers attended the meeting as nonvoting delegates. This meeting was convened and presided over by Mr. Sun Zhiqiang, chairman 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 directors present, the following resolutions were adopted: 1. The proposal on by election of members of the nomination committee and the audit and Risk Management Committee of the Fourth Board of directors of the company was deliberated and adopted
It is agreed to elect Mr. Yu zengbiao as a member of the nomination committee and Mr. Zhu Lei as a member of the audit and risk management committee. The term of office starts from the date of adoption of this board of directors to the date of expiration of the term of office of the Fourth Board of directors.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
2、 The proposal on by election of non independent directors of the Fourth Board of directors of the company was deliberated and adopted
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 directors, the controlling shareholder China Railway Construction Engineering Group Co., Ltd. nominated Mr. Wang Yusheng, Mr. Yang Yu and Mr. Wang Ping as candidates for non independent directors of the fourth board of directors of the company.
Independent directors have issued independent opinions. See the announcement on the by election of non independent directors of the company and the opinions of independent directors published by the company on the gem information disclosure website designated by the CSRC for details.
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 annual report and summary of the company in 2021 was deliberated and adopted
The specific contents of the company’s 2021 annual report and abstract 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 directors present at the meeting, and the voting result: 6 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 work report of the general manager of the company in 2021 was deliberated and adopted
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
5、 The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 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.
6、 The proposal on the report on the work of independent directors of the company in 2021 was deliberated and adopted
For details of the report on the work of independent directors of the company in 2021, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 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.
7、 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 directors present at the meeting, and the voting result: 6 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 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 directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
9、 The proposal on the internal control evaluation report of the company in 2021 was deliberated and adopted
The independent directors have expressed their agreed independent opinions. For the specific contents of the company’s 2021 internal control evaluation report and the opinions of the independent directors, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
10、 The proposal on no profit distribution of the company in 2021 was deliberated and passed
In 2021, the net profit attributable to the shareholders of the listed company was -36103215676 yuan, and the cumulative profit available for distribution to shareholders was 13720305419 yuan. The net profit realized by the parent company is -2683405534 yuan. After withdrawing 10% of the legal surplus reserve, the cumulative distributable profit of the parent company is 16299506142 yuan.
In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association and other relevant provisions, taking into account the company’s future development needs, and in combination with the company’s operation and cash flow, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, and no capital reserve converted into share capital.
The independent directors have issued the independent opinions agreed. For details of the announcement on the company’s intention not to conduct profit distribution in 2021 and the opinions of independent directors, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 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.
11、 The proposal on the total amount of financing applied by the company and its subsidiaries for comprehensive credit line in 2022 was reviewed and approved
The total amount of loans to be granted to subsidiaries and other financial institutions in the year of 2021 (not limited to the date of holding the general meeting of shareholders in 2022) exceeds RMB 10 billion, but the total amount of non guaranteed loans to subsidiaries and other financial institutions in the year of 2022 is not limited to the date of holding the general meeting of shareholders in 2022 Entrusted loan, bill discount, letter of credit, bank acceptance bill, letter of guarantee, factoring, financial leasing, M & a loan, project loan, pledge financing of accounts receivable, etc. the actual amount, financing type, term, interest and expenses shall finally be subject to the financing limit actually approved by the financing institution.
The specific amount of each financing shall be determined according to the negotiation with the financing institution. At the same time, authorize the general manager of the company or the authorized agent designated by the general manager to handle relevant procedures and sign relevant legal documents on behalf of the company within the limit.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 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.
12、 The proposal on the company’s plan to provide guarantee with a total amount of no more than RMB 1.5 billion to its subsidiaries in 2022 was deliberated and adopted
In order to ensure the normal production and operation of the company and its subsidiaries in 2022, the company and its subsidiaries intend to apply to relevant institutions for a total financing amount of no more than 10 billion yuan from the date of deliberation and approval of the proposal at the 2021 annual general meeting to the date of holding the 2022 annual general meeting. If applying for financing in the name of a subsidiary, the company plans to provide guarantee within the amount of 1.5 billion yuan. The amount and period of each guarantee shall be subject to the actually signed guarantee agreement. The general manager is authorized to determine and implement the specific matters within the guarantee limit.
The independent directors gave their independent opinions agreed. For details of the announcement on the company’s plan to provide guarantees with a total amount of no more than RMB 1.5 billion to its subsidiaries in 2022 and the opinions of the independent directors, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 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.
13、 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 independent directors have expressed their prior approval opinions and agreed independent opinions on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022.
The specific contents of the announcement on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 and the opinions of independent directors are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
Sun Zhiqiang, a related director, avoided voting.
The proposal was deliberated by the directors present at the meeting, and the voting result: 5 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.
14、 The proposal on the transfer of company’s creditor’s rights and related party transactions was deliberated and adopted
The company signed the creditor’s rights transfer contract with Mr. Sun Zhiqiang, the largest shareholder of the company. Sun Zhiqiang plans to transfer the creditor’s rights held by the company, totaling 883554 million yuan. On the basis of equality and mutual benefit, all parties to the transaction shall follow the objective, fair and fair pricing principle and determine the transfer price according to the original value of the creditor’s rights. The transaction of the company’s transfer of creditor’s rights is conducive to safeguarding the interests of the company and all shareholders, optimizing the company’s financial structure and improving the efficiency of fund use.
The independent directors expressed their prior approval opinions and agreed independent opinions on the transfer of the company’s creditor’s rights and related party transactions.
The specific contents of the announcement on the transfer of company’s creditor’s rights and related party transactions and the opinions of independent directors are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
Sun Zhiqiang, a related director, avoided voting.
The proposal was deliberated by the directors present at the meeting, and the voting result: 5 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.
15、 The proposal on the company’s provision of credit and asset impairment losses in 2021 was reviewed and passed. The company’s provision of credit impairment losses and asset impairment losses this time complies with the accounting standards for business enterprises and relevant accounting policies of the company, reflects the principle of accounting prudence and conforms to the actual situation of the company. The accrual of credit impairment loss and asset impairment loss can more fairly reflect the company’s financial status, asset value and operating results as of December 31, 2021, making the company’s accounting information more reasonable.
The independent directors expressed their independent opinions on this matter. For details of the announcement on the company’s accrual of credit and asset impairment losses in 2021 and the independent opinions, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
16、 The proposal on the implementation of the remuneration of the company’s directors, supervisors and senior managers in 2021 was deliberated and adopted
See “section IV corporate governance 3. Remuneration of directors, supervisors and senior managers” in the full text of the 2021 annual report for the implementation of the remuneration of directors, supervisors and senior managers of the company in 2021.
The remuneration paid by the company’s directors, supervisors and senior managers in 2021 was fair and reasonable, in line with the company’s relevant remuneration policies and assessment standards, and there was no violation of the relevant remuneration management system.
The independent directors have expressed their independent opinions on this matter. For the specific contents of the independent opinions, see the announcement issued by the company on the gem information disclosure website designated by the CSRC.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 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.
17、 The proposal on adjusting the organizational establishment of the company was deliberated and adopted
In combination with the actual needs of the current development of the company, the company adjusted the organs and departments of the headquarters, made the responsibilities of each department clearer, and strengthened the management and control.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
18、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
Some proposals considered at this board meeting need to be submitted to the general meeting of shareholders for deliberation and voting, and relevant proposals will be considered at the 2021 annual general meeting of shareholders of the company.
The proposal was deliberated by the directors present at the meeting, and the voting result: 6 votes in favor; No negative vote; There were no abstentions.
Documents for future reference:
1. Resolutions of the board of directors signed by the directors present at the meeting;
2. Other documents required by Shenzhen Stock Exchange.
China Railway Prefabricated Construction Co.Ltd(300374) board of directors March 24, 2022
