Stock abbreviation: Jiangsu Expressway Company Limited(600377) Stock Code: Jiangsu Expressway Company Limited(600377) No.: pro 2022017
Jiangsu Expressway Company Limited(600377)
Announcement of resolutions of the 8th meeting of the 10th 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. 1、 Meetings held
(I) Jiangsu Expressway Company Limited(600377) (hereinafter referred to as "the company") the 8th meeting of the 10th board of directors (hereinafter referred to as "the meeting") was held on March 25, 2022 in the form of on-site meeting and video conference.
(II) the notice of the meeting shall be sent to all members of the board of directors by mail or personal delivery. (III) 12 directors shall attend the meeting, and 12 directors shall attend the meeting.
(IV) the convening of the meeting complies with the relevant provisions of the company law and the articles of association of the company, and the resolutions of the meeting are valid resolutions. 2、 Deliberations of the meeting
The following proposals were considered and adopted at this meeting:
1. Review and approve the 2021 annual report and abstract of the company, which are published in Chinese on China Securities News, securities times, Shanghai Securities News and the website of Shanghai Stock Exchange www.sse com. cn. Published in both Chinese and English on the website of the stock exchange of Hong Kong Limited www.hkexnews.com HK and the company's website www.jsexpressway.com com. publish; And approve the printing of the company's 2021 annual report.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
2. Review and approve the work report of the board of directors of the company in 2021, and submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 12 votes; No negative vote; There were no abstentions.
The bill was passed.
3. Review and approve the work report of the general manager of the company in 2021.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
4. Review and approve the company's 2021 financial statements and audit report, and submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
5. Review and approve the company's 2021 annual financial statement report, and submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
6. Review and approve the company's 2022 annual financial budget report, and submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
7. Review and approve the proposal on profit distribution plan for 2021.
We agree to the profit distribution plan for 2021. The net profit attributable to the shareholders of the parent company in this financial year is about RMB 4178790000. It is suggested to distribute a final dividend of RMB 0.46 per share (including tax) to the shareholders based on the total share capital of 5037747500 shares, accounting for about 55.46% of the net profit attributable to the parent company in this year. The plan of converting capital reserve into share capital will not be implemented in 2021. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
8. Review and approve the proposal on the appointment of auditors for the company's financial report and internal control in 2022.
Agree to continue to appoint KPMG Huazhen Certified Public Accountants (special general partnership) as the auditor of the company's 2022 annual financial report and internal control, audit the annual financial report and internal control, and assume the responsibilities of the International Auditor in accordance with the Securities Listing Rules of the stock exchange; Approve its annual remuneration of RMB 3 million (including financial audit fee of RMB 2.3 million and internal control audit fee of RMB 700000), and submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
9. Review and approve the report on the work of the company's independent directors in 2021, the report on the performance of the strategy committee of the board of directors in 2021, the report on the performance of the audit committee of the board of directors in 2021, the report on the performance of the nomination committee of the board of directors in 2021 and the report on the performance of the remuneration and assessment committee of the board of directors in 2021.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
10. Review and approve the company's 2021 internal control self-evaluation report and the company's 2021 internal control audit report. Through the inspection of the company's risk management and internal control system, it is agreed that its system is effective and sufficient.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
11. Review and approve the proposal on the company's corporate environmental and social responsibility report in 2021.
Voting result: 12 affirmative votes; No negative votes; There were no abstentions.
The bill was passed.
12. Review and approve the proposal on the company's registration and issuance of overseas debt financing products, and agree that the company will register overseas debt financing products with an equivalent value of no more than 500 million yuan (including 500 million yuan) in 2022, including but not limited to overseas bonds and other debt financing products, and issue them in one time or multiple installments within the validity period of registration, with an issuance period of no more than 3 years (including 3 years); The general meeting of shareholders is requested to authorize the board of directors and the authorized persons of the board of directors to fully handle all matters related to the proposed registration and issuance of overseas debt financing products within the scope allowed by relevant laws and regulations and the market conditions at that time, based on the principle of safeguarding the maximization of the interests of the company's shareholders.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
13. Deliberated and approved the proposal on the registration and issuance of medium-term notes by the company.
It is agreed that the medium-term notes (including the registered scale of perpetual medium-term notes not exceeding RMB 2 billion) with a registered issuance scale of no more than RMB 6 billion (including RMB 6 billion) in 2022 will be issued in one time or by stages within the validity period of registration; Submit to the general meeting of shareholders for deliberation and authorize the board of directors and the executive director authorized by the board of directors to deal with subsequent related matters such as contract signing and fund allocation approval; The validity period of authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the validity period of registration.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
14. Deliberated and approved the proposal on the registration and issuance of ultra short term financing bonds by the company.
It is agreed that the company will issue ultra short-term financing bonds with a registered scale of no more than 8 billion yuan (including 8 billion yuan) in one time or by stages within the validity period of registration; Submit to the general meeting of shareholders for deliberation and authorize the board of directors and the executive director authorized by the board of directors to deal with subsequent related matters such as contract signing and fund allocation approval; The validity period of authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the validity period of registration.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
15. Deliberated and approved the proposal on the company's use of its own idle funds to purchase short-term financial products.
In order to improve capital returns, the company purchases low-risk financial products from banks with its own idle funds on the premise of ensuring capital security and liquidity. The annual purchase amount of financial products in any bank shall not exceed RMB 1.8 billion, and the maximum daily balance of financial products in all banks shall not exceed RMB 5 billion, with a validity period of one year, And authorize the executive director to deal with subsequent related matters such as contract signing and fund allocation approval.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
16. Deliberated and approved the proposal on continuing financial business cooperation between the company and Jiangsu communications Holding Group Finance Co., Ltd. (hereinafter referred to as "group finance company").
It is agreed that the company and the group finance company shall sign the financial service agreement for a period of three years from April 1, 2022, and the maximum daily deposit balance (including accrued interest) shall not exceed RMB 600 million and shall be less than 5% of the audited operating income, total assets or market value of the company; At the same time, the group finance company gives the company a comprehensive unsecured credit line of no less than RMB 5 billion; Authorize the executive director to handle subsequent related matters such as the signing of the agreement and the approval of fund allocation; Approve the contents of the announcement of connected transactions and authorize Mr. Yao Yongjia, Secretary of the board of directors, to make an announcement after the agreement is signed. Voting result: 10 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
17. Review and approve the risk assessment report on financial business cooperation between the company and the group finance company.
Voting result: 10 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
18. Review and approve the risk disposal plan for financial business cooperation between the company and the group finance company.
Voting result: 10 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
The above three resolutions are related party transactions. The related directors Mr. Chen Yanli and Mr. Wang Yingjian abstain from voting on the resolution, and the other directors can vote on the resolution.
19. Deliberated and approved the proposal on capital increase to holding subsidiaries and investment and construction of expressway projects by holding subsidiaries.
It is agreed that the holding subsidiary Jiangsu Longtan Bridge Co., Ltd. (hereinafter referred to as "Longtan Bridge Company") will invest in the construction of the Shanghai Shaanxi Expressway to the north embankment of the Yangtze River section of Yizheng Lukou Airport Expressway, with a cumulative investment amount of about 69845872 million yuan, of which 34922936 million yuan will be raised from shareholders as the project capital, and the rest will be raised through bank loans and other channels; It is agreed that the company will increase the capital of its holding subsidiaries with its own funds or other funds that meet the capital contribution requirements, with the amount of capital increase of RMB 2095376200. The executive director is authorized to deal with subsequent related matters, including but not limited to signing the capital increase agreement.
Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
20. Deliberated and approved the proposal on the pledge of the charging right of the North connecting line of Longtan bridge.
The controlling subsidiary of the Longtan Bridge Company, a subsidiary company that shares the shares of the subsidiary company of the Longtan Bridge Company of the Longtan bridge company that has a stake stake in the subsidiary of the Longtan Bridge Company under the basis of the Longtan bridge company that is a subsidiary of the subsidiary of the subsidiary of the Longtan bridge company that has a stake stake in the subsidiary of the dragon that the subsidiary of the Longtan Bridge Company, a subsidiary of the subsidiary of the Longtan Bridge Company of the Longtan bridge company that has agreed to hold the shares of the subsidiary of the Longtan bridge under the basis of the Longtan Bridge Company of the Longtan bridge under the basis of China China Construction Bank Corporation(601939) Bank Of Nanjing Co.Ltd(601009) respective loan amount accounts for the proportion of the total actual loan of the project, and pledge the toll right of North Link expressway of Longtan Bridge Company to the above relevant banks respectively, And sign the pledge agreement of relevant highway toll rights, and the balance of the main creditor's rights guaranteed by the pledge is the actual withdrawal amount of Longtan Bridge Company in each bank. The pledge guarantee shall be released until Longtan Bridge Company timely and fully pays all the loan principal and interest under the main contract in accordance with the loan contract of each bank, or from the date when each bank realizes the pledge right and can pay in full. Voting result: 12 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
21. Review and approve the proposal on daily connected transactions.
(1) The company and its holding subsidiaries Jiangsu Wufengshan Bridge Co., Ltd. (hereinafter referred to as "Wufengshan Bridge Company"), Jiangsu Guangjing Xicheng Expressway Co., Ltd. (hereinafter referred to as "Guangjing Xicheng company") and its holding subsidiary Jiangsu Changyi Expressway Co., Ltd. (hereinafter referred to as "Changyi company") The digital transformation cloud service of Jiangsu Yichang Expressway Co., Ltd. (hereinafter referred to as "Yichang company") and the related party transactions of the framework agreement signed by Nanjing moving Technology Co., Ltd. (hereinafter referred to as "moving technology company").
Voting result: 10 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
(2) The company signed a framework agreement with Jiangsu Expressway Information Engineering Co., Ltd. (hereinafter referred to as "expressway information company") on the electromechanical system construction and maintenance services, spare parts entrusted management services, intelligent service area development and application management services of the company and its holding subsidiary Wufengshan Bridge Company.
Voting result: 10 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
(3) The company signed a framework agreement with Jiangsu Transportation Holding Co., Ltd. (hereinafter referred to as "Jiangsu transportation control") on the company's cloud resource use fee and fire rescue station construction services.
Voting result: 10 affirmative votes; No negative vote; There were no abstentions.
The bill was passed.
(4) The company provides network system services and road network technical services such as cloud dispatching technical services and sd-wan services of the company and its holding subsidiaries Jiangsu Zhendan Expressway Co., Ltd. (hereinafter referred to as "Zhendan company"), Wufengshan Bridge Company, Guangjing Xicheng company and its holding subsidiaries Yichang company and Changyi company Related party transactions of etc "senseless payment" system service and etc customer service network rental signing framework agreement with Jiangsu Tongbao Intelligent Transportation Technology Co., Ltd. (hereinafter referred to as "Tongbao company").
Voting result: 10 affirmative votes; No negative vote; Waiver 0
