Stock Code: Anhui Expressway Company Limited(600012) stock abbreviation: Anhui Expressway Company Limited(600012) No.: pro 2022010
Anhui Expressway Company Limited(600012)
Announcement on the resolutions of the 19th meeting of the ninth 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 of the board of directors
(I) Anhui Expressway Company Limited(600012) (hereinafter referred to as “the company” and “the company”) held the 19th meeting of the ninth board of directors in the morning of March 28, 2022 (Monday) at No. 520, Wangjiang West Road, Hefei by means of on-site and communication voting.
(II) the meeting notice and meeting materials will be sent to all directors, supervisors and senior managers by e-mail on March 18 and March 22, 2022 respectively.
(III) there were 9 directors who should attend the meeting, 9 actually attended the meeting, and all directors attended the meeting in person.
(IV) the meeting was presided over by the chairman, Mr. Xiang Xiaolong, and all supervisors and senior managers attended the meeting as nonvoting delegates.
(V) the convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
The meeting considered and adopted all the matters listed in the notice. Relevant matters are announced as follows:
(I) review and approve the financial report prepared by the company in accordance with Chinese and Hong Kong accounting standards in 2021; Voting results: 9 in favor, 0 against and 0 abstention
(II) review and approve the 2021 annual report of the company (A shares and H shares);
Voting results: 9 in favor, 0 against and 0 abstention
(III) review and approve the company’s 2021 annual performance release and annual report summary;
Voting results: 9 in favor, 0 against and 0 abstention
(IV) review and approve the company’s profit distribution plan for 2021;
In 2021, the net profit of the company’s accounting statements prepared in accordance with Chinese accounting standards was RMB 1412094 thousand, and the annual profit of the company’s accounting statements prepared in accordance with Hong Kong accounting standards was RMB 1409981 thousand. Since the cumulative amount of the company’s statutory surplus reserve has reached more than 50% of the total share capital, it will not be withdrawn this year. The profits available for distribution to shareholders in accordance with Chinese accounting standards and Hong Kong accounting standards are RMB 1412094000 and RMB 1409981000 respectively. According to the relevant provisions of the state, the distribution shall be based on the lower of the profits available for distribution to shareholders calculated according to the accounting standards at home and abroad. Therefore, the profit available for distribution to shareholders in 2021 is RMB 1409981000. The company proposes to pay a cash dividend of 5.5 yuan (including tax) for every 10 shares based on the total share capital of 1658610000 shares, with a total dividend of 912235000 yuan. This year, the company does not implement the plan of converting capital reserve into share capital. Voting results: 9 in favor, 0 against and 0 abstention
The above distribution plan will be submitted to the general meeting of shareholders for deliberation and approval. For details of this proposal, please refer to the announcement on 2021 profit distribution plan issued by the company on the same day.
(V) review and approve the report of the board of directors of the company in 2021;
Voting results: 9 in favor, 0 against and 0 abstention
(VI) deliberating and approving the work report of the company’s independent directors in 2021;
Voting results: 9 in favor, 0 against and 0 abstention
(VII) review and approve the 2021 performance report of the audit committee of the company;
Voting results: 9 in favor, 0 against and 0 abstention
(VIII) review and approve the 2021 internal control evaluation report of the board of directors of the company;
Voting results: 9 in favor, 0 against and 0 abstention
(IX) review and approve the internal control audit report of the company;
Voting results: 9 in favor, 0 against and 0 abstention
(x) review and approve the work report of the company’s internal control system in 2021;
Voting results: 9 in favor, 0 against and 0 abstention
（11） Review and approve the company’s major risk assessment report in 2022;
Voting results: 9 in favor, 0 against and 0 abstention
（12） Review and approve the company’s 2021 environmental, social and Governance Report;
Voting results: 9 in favor, 0 against and 0 abstention
（13） Review and approve the completion of the company’s 2021 plan and 2022 plan;
Voting results: 9 in favor, 0 against and 0 abstention
（14） Deliberated and passed the proposal on the expected daily connected transactions in 2022;
Voting results: 5 in favor, 0 against and 0 abstention
(Xiang Xiaolong, Yang Xiaoguang, Tao Wensheng and Chen Jiping, the company’s affiliated directors, abstained from voting during the deliberation of this proposal.)
The independent directors of the company have approved the above connected transactions in advance, agreed to submit them to the board of directors for deliberation, and expressed independent opinions on the connected transactions at the meeting of the board of directors. For details of this proposal, please refer to the announcement on expected daily connected transactions in 2022 issued by the company on the same day.
（15） Pass the proposal on changing the accounting firm;
The internal audit fee proposed by Ernst & young for the year is RMB 1.68 million, of which the internal audit fee proposed by Ernst & young for the year is RMB 2.02 million, and the internal audit fee proposed by the general meeting of shareholders of the company is RMB 1.68 million Approve the proposal and authorize the board of directors to determine its remuneration. Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company have approved the above appointment in advance, agreed to submit it to the board of directors for deliberation, and expressed independent opinions on the proposal at the meeting of the board of directors. For details of this proposal, please refer to the announcement on change of accounting firm issued by the company on the same day.
（16） It is approved that the 2021 annual general meeting of shareholders of the company will be held at the company’s office address at 14:30 p.m. on Friday, May 20, 2022, and the Secretary of the board of directors is authorized to send the notice of convening the general meeting of shareholders in due time according to the actual situation.
Voting results: 9 in favor, 0 against and 0 abstention
The above proposals (I), (IV), (V) and (XV) shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Anhui Expressway Company Limited(600012) board of directors March 28, 2022
