Stock Code: Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) stock abbreviation: Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) No.: Lin 2022008 Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
Announcement of resolutions of the 32nd meeting of the 9th 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. The notice of the 32nd meeting of the 9th board of directors of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. was issued on March 22, 2022. On March 29, 2022, the meeting was held in the conference room on the 4th floor, building 11, Shengwei Jingshi, No. 99, Jinkai Avenue, Yubei District, Chongqing in the form of on-site combined with communication. 10 directors should be present, and 8 directors attended the meeting in person. Xie Jun, vice chairman and he Fujun, director respectively entrusted Yan Kun, director, to exercise voting rights on behalf of them for work reasons. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions. The meeting was presided over by Chairman Ye Jianqiao, and the following matters were considered and adopted:
1、 Proposal on the company’s daily connected transaction plan in 2022;
According to the actual needs of the company’s daily business development and business development, the meeting agreed to the company’s daily related party transaction plan for 2022, with a total amount of 16210352 million yuan. For details, please refer to the announcement on the daily connected transaction plan of 2022 (No. 2022012) disclosed by the company on the website of Shanghai Stock Exchange on March 29, 2022.
The proposal involves related party transactions, and related directors Xie Jun, Yan Kun, he Fujun and Shen Xi avoided voting.
Voting results: 6 in favor, 4 in avoidance, 0 against and 0 abstention.
2、 Proposal on disposal of equity investment projects;
In view of the capital needs and financial arrangements for the company’s operation and development, the meeting agreed to authorize the general manager’s office of the company to dispose of the company’s relevant equity investment projects through block transactions within 12 months after the deliberation and adoption of this proposal, with the disposal amount not exceeding 250 million yuan.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
3、 Proposal on the company’s performance responsibility statement and assessment results in 2021;
According to the provisions of the company’s management measures for remuneration and assessment of senior managers, the meeting deliberated and adopted the proposal on the company’s 2021 performance responsibility statement and assessment results.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
4、 Implementation plan for excess profit sharing of the company in 2021;
According to the management measures for excess profit sharing of the company, the meeting deliberated and adopted the implementation plan for excess profit sharing of the company in 2021.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
5、 Proposal on Amending the articles of Association;
In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the measures for the administration of information disclosure of listed companies (revised in 2021) and the stock listing rules (revised in 2022) of Shanghai Stock Exchange of the CSRC, and in combination with the actual business and development needs of the company, the meeting decided to revise some provisions of the articles of association. For details, please refer to the announcement on Amending Some Provisions of the articles of Association (No. 2022011) disclosed by the company on the website of Shanghai Stock Exchange on March 29, 2022.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
6、 Proposal on Amending the rules of procedure of the general meeting of shareholders;
In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022) and the stock listing rules (revised in 2022) of Shanghai Stock Exchange of China Securities Regulatory Commission, and in combination with the actual operation and development needs of the company, the meeting decided to revise some provisions of the rules of procedure for the general meeting of shareholders. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
7、 Proposal on Amending the rules of procedure of the board of directors;
In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the measures for the administration of information disclosure of listed companies (revised in 2021) and the stock listing rules (revised in 2022) of Shanghai Stock Exchange of the CSRC, and in combination with the actual business development needs of the company, the meeting decided to revise some provisions of the rules of procedure of the board of directors. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
8、 Proposal on Amending the working system of independent directors;
In accordance with the relevant provisions of the rules for independent directors of listed companies issued by the CSRC and the guidelines for self regulation and supervision of listed companies No. 1 – standardized operation issued by the Shanghai Stock Exchange, the meeting decided to revise some provisions of the working system for independent directors. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
9、 Proposal on Revising the management system for special storage and use of raised funds;
In accordance with the provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the Shanghai Stock Exchange’s guidelines for the self discipline supervision of listed companies No. 1 – standardized operation, the meeting decided to revise some provisions of the management system for the special storage and use of raised funds. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
10、 Proposal on Amending the implementation rules of the Audit Committee;
In accordance with the relevant provisions of the Shanghai Stock Exchange’s self regulatory guidelines for listed companies No. 1 – standardized operation, and in combination with the actual situation of the audit committee of the board of directors of the company, the meeting decided to revise some provisions of the rules for the implementation of the audit committee. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
11、 Proposal on Amending the information disclosure management system;
In accordance with the provisions of the measures for the administration of information disclosure of listed companies (revised in 2021) of the China Securities Regulatory Commission, the stock listing rules (revised in 2022) of the Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies No. 2 – management of information disclosure affairs, and in combination with the actual business development needs of the company, the meeting decided to revise some provisions of the information disclosure affairs management system.
See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
12、 Proposal on Amending the registration and management system of insiders;
In accordance with the provisions of the guidelines for the supervision of listed companies No. 5 – the registration and management system for insiders of listed companies issued by the CSRC and the guidelines for the self-discipline supervision of listed companies No. 2 – the management of information disclosure Affairs issued by the Shanghai Stock Exchange, the meeting decided to amend some provisions of the registration and management system for insiders of inside information. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
13、 Proposal on Amending the investor relations management system;
In accordance with the relevant provisions of the Shanghai Stock Exchange’s “guidelines for self regulation and supervision of listed companies No. 1 – standardized operation”, the meeting decided to revise some provisions of the “investor relations management system”. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
14、 Proposal on Amending the management system for the shares of the company held by directors, supervisors and senior managers and their changes;
In accordance with the provisions of the rules for the administration of shares and changes in the company held by directors, supervisors and senior managers of listed companies of the CSRC, the meeting decided to amend some provisions of the system for the administration of shares and changes in the company held by directors, supervisors and senior managers. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
15、 Proposal on Amending the working system of the Secretary of the board of directors;
According to the provisions of the stock listing rules (revised in 2022) and the self regulatory guidelines for listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the meeting decided to revise some provisions of the working system of the Secretary of the board of directors. See the website of Shanghai Stock Exchange on March 29, 2022 for the full text of the revised system. Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
16、 Proposal on candidates for directors of the 10th board of directors of the company;
Since the term of office of the 9th board of directors of the company has expired, in accordance with the provisions of the articles of association and the recommendation of relevant shareholders, and reviewed by the nomination committee of the board of directors of the company, the meeting agreed to elect Ye Jianqiao, Jiang Jianfeng, Liu Dadong, Xiong Hao, Xu ziyao, Yang Huajun, Dong Xian and Zhou zeyong as candidates for non independent directors of the 10th board of directors of the company, and Sun Jia, Wang Benzhe, Zhao Fengyun, he Yonghong Yuan Yuan is an independent director candidate of the 10th board of directors of the company, and his qualification as an independent director has been filed and approved by Shanghai Stock Exchange. The resumes of the above candidates for directors are detailed in the annex. Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
17、 Proposal on convening the first extraordinary general meeting of shareholders in 2022.
The meeting decided to hold the company’s first extraordinary general meeting in 2022 on April 15, 2022 by combining on-site meeting and online voting to consider proposals such as the scheme for candidates for directors of the 10th board of directors of the company. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (p.2022013) disclosed by the company on the website of Shanghai Stock Exchange on March 29, 2022.
Voting results: 10 in favor, 0 in avoidance, 0 against and 0 abstention.
In accordance with the articles of association and the implementation rules of the audit committee of the board of directors, the audit committee of the board of directors reviewed the first proposal and issued a written review opinion; In accordance with the articles of association and the detailed rules for the implementation of the remuneration and assessment committee of the board of directors, the remuneration and assessment committee of the board of directors reviewed the third and fourth proposals and issued written review opinions; In accordance with the articles of association and the implementation rules of the nomination committee of the board of directors, the nomination committee of the board of directors reviewed the 16th proposal and issued a written review opinion; The independent directors of the company approved the first proposal in advance and expressed their independent opinions in accordance with the provisions of the working system of independent directors.
The first, fifth to ninth and sixteenth proposals mentioned above shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
It is hereby announced.
Appendix resume of candidates for the 10th board of directors
Board of directors of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
March 29, 2002
enclosure
Resume of candidates for non independent directors of the 10th board of directors
Ye Jianqiao, male, aged 51, is a graduate student and senior engineer. He is currently the chairman of the company, the chairman of Xinhua water resources holding group and Qianjiang Water Resources Development Co; Ltd(600283) chairman. He once served as the executive deputy director of the comprehensive development management center of the Ministry of water resources, the chairman of China Water Investment Co., Ltd., the vice chairman of Sichuan Minjiang water resources and Power Co., Ltd., the director of the second to fourth board of directors and the chairman of the fifth to eighth board of directors of the company.
Jiang Jianfeng, male, 45 years old, bachelor degree, political engineer and economist. He is currently the Secretary of the Party committee of the company and the executive director of Chengdu hi tech Howard Johnson Hotel Co., Ltd. He used to be the general manager, deputy secretary of the Party committee and Secretary of the Discipline Inspection Commission of Changjiang Hubei Three Gorges Tourism Group Co.Ltd(002627) Development Co., Ltd. and the executive director of Wuhan Three Gorges Meiju Hotel Management Co., Ltd. Liu Fudong, male, 58, master of business administration, senior engineer. He is currently a member of the Party committee and deputy general manager of Xinhua water resources Holding Group Co., Ltd. Former general manager of Beijing Guotai Xinhua Industrial Co., Ltd.
Xiong Hao, male, 60 years old, master of engineering, senior engineer. He used to be the second level consultant of China Yangtze Power Co.Ltd(600900) and the factory director, deputy secretary of the Party committee and Secretary of the Discipline Inspection Commission of China Yangtze Power Co.Ltd(600900) maintenance plant. Xu ziyao, male, 34 years old, postgraduate, engineer. Now I work in the office of the comprehensive development management center of the Ministry of water resources.
Yang Huajun, male, 52 years old, bachelor degree. He is currently the party secretary, chairman and general manager of Chongqing Hongye Industry (Group) Co., Ltd. and the chairman and general manager of Chongqing Xinyu energy technology (Group) Co., Ltd. He once served as Deputy Secretary of the Party committee and general manager of Chongqing Hongye Industry (Group) Co., Ltd., chairman of the board of supervisors of Chongqing Xinyu energy technology (Group) Co., Ltd., and general manager of Chongqing Qianjiang urban construction investment (Group) Co., Ltd. Dong Xian, male, 41, engineering
