Securities code: China Railway Prefabricated Construction Co.Ltd(300374) securities abbreviation: China Railway Prefabricated Construction Co.Ltd(300374) Announcement No.: 2022018 China Railway Prefabricated Construction Co.Ltd(300374)
Notice on convening the 2021 annual general meeting of shareholders of the company
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、 Basic information of the meeting
1. Session: 2021 annual general meeting of shareholders
2. Convener: China Railway Prefabricated Construction Co.Ltd(300374) board of directors.
3. Legality and compliance of the meeting: after deliberation and approval at the fourth meeting of the Fourth Board of directors of the company, it is decided to convene the 2021 annual general meeting of shareholders of the company. The convening of this general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) Date and time of on-site meeting: 14:30, April 14, 2022 (Thursday).
(2) The time of online voting is:
The company also provides Shenzhen stock exchange trading system and Internet voting system for shareholders to vote online.
Online voting method and voting time
Shenzhen Stock Exchange Trading System voting 9:15-9:25 a.m. on April 14, 2022; 9:30-11:30；
13:00-15:00 PM.
Internet voting system 9:15-15:00, April 14, 2022
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during the above online voting time.
(3) Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: April 8, 2022
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all shareholders of the company registered in CSDCC Shenzhen branch who have issued voting shares have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company.
The shareholder China Railway Construction Engineering Group Co., Ltd. needs to avoid voting on the proposal of related party transactions at this general meeting of shareholders. Mr. Sun Zhiqiang, the shareholder, is not allowed to attend the shareholders’ meeting due to the waiver of voting rights, and is not allowed to entrust other shareholders to vote.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: No. 86-5, Wanxing Road, Changyang, Fangshan District, Beijing.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
Non cumulative voting proposal
1.00 proposal on drawing up the allowance for independent directors of the company √
2.00 proposal on the annual report and summary of the company in 2021 √
3.00 proposal on the work report of the board of directors in 2021 √
4.00 proposal on the work report of independent directors of the company in 2021 √
5.00 proposal on the work report of the board of supervisors in 2021 √
6.00 proposal on the company’s 2021 annual financial statement report √
7.00 proposal on no profit distribution in 2021 √
8.00 on the application for comprehensive credit line by the company and its subsidiaries in 2022 √
Proposal on total capital limit
9.00 report on the company’s plan to provide subsidiaries with a total amount of no more than √ in 2022
Proposal on RMB 1.5 billion guarantee
10.00 confirmation of the company’s daily connected transactions in 2021 and daily closing in 2022 √
Proposal on joint venture transaction forecast
11.00 proposal on the transfer of company’s creditor’s rights and related party transactions √
12.00 remuneration of directors, supervisors and senior managers of the company in 2021 √
Implementation of the proposal
13.00 proposal on re-election of shareholder representative supervisors of the Fourth Board of supervisors √
Cumulative vote proposal 14 is an equal vote
14.00 number of persons to be elected in the proposal on by election of non independent directors of the Fourth Board of directors of the company (3)
14.01 elect Mr. Wang Yusheng as a non independent director of the Fourth Board of directors √
14.02 elect Mr. Yang Yu as a non independent director of the Fourth Board of directors of the company √
14.03 elect Mr. Wang Ping as a non independent director of the Fourth Board of directors √
The specific contents of the above proposal 1 are detailed in the gem index of the company on December 24, 2021
Cninfo (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
The specific contents of the above proposal 2-14 are detailed in the company’s gem on March 25, 2022
Designated information disclosure website: cninfo (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Description of voting method:
Among the above proposals, proposal 9 needs to be passed by special resolution, that is, it needs to be voted by the shareholders attending the meeting
Adopted by more than two-thirds of the voting rights; Proposal 10: the shareholder China Railway Construction Engineering Group Co., Ltd. will withdraw from voting at the general meeting; Proposal 14 is a cumulative voting proposal. The number of election votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they have. Other proposals are ordinary resolutions, that is, they can be adopted only with the consent of more than 1 / 2 of the voting rights held by the shareholders attending the meeting.
Mr. Sun Zhiqiang, the shareholder, was not allowed to attend the shareholders’ meeting due to the waiver of voting rights.
3、 Meeting registration items
(I) registration method:
1. The legal representative or the agent entrusted by the legal representative shall attend the meeting. Legal representative
If the representative attends the meeting, he shall go through the registration formalities with the shareholding certificate, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the ID card of the agent, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative (Annex II) and the shareholding certificate; Attendees shall bring the original of the above documents to the shareholders’ meeting. 2. Natural person shareholders shall go through the registration procedures with their own ID card and shareholding certificate; If a natural person shareholder entrusts an agent, the agent shall go through the registration formalities with his own ID card, power of attorney (Annex II), client’s shareholder account card and client’s ID card; Attendees shall bring the original of the above documents to the shareholders’ meeting. 3. Non local shareholders can register by letter or fax. Shareholders should carefully fill in the registration form of participating shareholders (Annex III) for registration confirmation. The fax shall be delivered to the office of the board of directors and the board of supervisors of the company before 17:00 p.m. on April 11, 2022. Please send the letter to: the office of the board of directors and the board of supervisors of the company, No. 86-5, Wanxing Road, Changyang, Fangshan District, Beijing, 102444 (please indicate the words “general meeting” on the envelope). Telephone registration is not accepted.
(II) registration time:
9:00-11:30 am, April 11, 2022; 14:00-17:00 PM
(III) place of registration:
Office of the board of directors and board of supervisors, 8th floor, R & D center, No. 86-5, Wanxing Road, Changyang, Fangshan District, Beijing
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (website: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
5、 Other matters
(I) contact information of on-site meeting:
Contact: Zhang Yanan
Address: Office of the board of directors and board of supervisors of the company, No. 86-5, Wanxing Road, Changyang, Fangshan District, Beijing
Postal Code: 102444
Tel: 01057961616 Fax: 01057961616
Shareholders enter half an hour in advance.
Annex I: specific operation process of participating in online voting
Annex II: power of attorney
Annex III: registration form of shareholders attending the meeting
China Railway Prefabricated Construction Co.Ltd(300374) board of directors March 24, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350374
2. Voting abbreviation: China Railway voting
3. Fill in the voting opinions or election votes
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of the company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by the shareholders exceeds the number of election votes they have, or if the number of votes cast by the shareholders exceeds the number of votes to be elected in the differential election, the election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
Election of non independent directors (for example, proposal 14, equal amount election shall be adopted, and the number of candidates shall be 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders may distribute their voting votes among the three candidates for non independent directors at will, but the total number of votes shall not exceed their voting votes.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on April 14, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 202
