Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022049
Sichuan Road & Bridge Co.Ltd(600039)
Announcement of the resolution of the 56th meeting of the 7th 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) the convening of this board meeting complies with the provisions of the company law and the articles of association.
(II) the meeting of the board of directors was held on-site in the conference hall on the fourth floor of the company on Tuesday, March 29, 2022. The notice of the meeting was sent in writing and by telephone on March 18, 2022.
(III) the board of directors should be attended by 11 people, and the actual number of participants is 11. One of the directors, Li rugang, was unable to attend the meeting in person because of his official duties, and the other director, Yang rugang, was the proxy.
(IV) the meeting was presided over by Chairman Xiong Guobin, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 2、 Deliberations of the board of directors
(I) deliberated and adopted the work report of the board of directors in 2021
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
(II) reviewed and approved the 2021 annual work report of the management
Voting results: ten votes in favor, none against and no abstention.
(III) listen to the work report of the company’s independent directors in 2021
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the report on the work of independent directors of the company in 2021.
Voting results: ten votes in favor, none against and no abstention.
(IV) deliberated and adopted the financial final accounts report of 2021
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
(V) reviewed and approved the profit distribution plan for 2021
According to the actual situation of the company and in combination with the shareholder return plan of Sichuan Road & Bridge Co.Ltd(600039) in the next three years (20202022), the profit distribution plan for 2021 is hereby formulated as follows: Based on the total share capital registered on the date of equity distribution, it is proposed to distribute cash bonus of 4.7 yuan (including tax) for every 10 shares. As of December 31, 2021, the total share capital of the company is 477543028900 shares, which is used as the base to calculate the total distributed profits
Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022049
224445223583 yuan, all the remaining undistributed profits of the parent company are carried forward and distributed in subsequent years. The company plans not to convert capital reserve into share capital this time.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution amount per share unchanged, adjust the total distribution accordingly, and announce the specific adjustment separately.
For details, see the announcement of Sichuan Road & Bridge Co.Ltd(600039) 2021 annual profit distribution plan with Announcement No. 2022053.
Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their independent opinions on the motion and agreed.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
(VI) the annual report for 2021 and the summary of the annual report were reviewed and adopted
The annual report for 2021 and the summary of the annual report were reviewed and adopted. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
(VII) the proposal on Revising accounting policies was deliberated and adopted
The meeting deliberated and adopted the proposal on Revising accounting policies. Revise relevant accounting policies in accordance with the requirements of the interpretation of accounting standards for Business Enterprises No. 14 issued by the Ministry of Finance and the provisions of the accounting department of the Ministry of Finance on the implementation of Q & A (11) and application cases (3) of accounting treatment of social capital Party of PPP project contract, and in combination with the actual situation of the company. The change of accounting policy has no significant impact on the company’s financial status, operating results, cash flow and future operating performance.
For details, see Sichuan Road & Bridge Co.Ltd(600039) announcement on changes in accounting policies with Announcement No. 2022054.
Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their independent opinions on the motion and agreed.
Voting results: ten votes in favor, none against and no abstention.
(VIII) reviewed and approved the special report on the deposit and use of raised funds in 2021
Agree to the special report on the deposit and use of raised funds in 2021 prepared by the company. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting results: ten votes in favor, none against and no abstention.
Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022049
(IX) the proposal on hiring financial audit institutions in 2022 was deliberated and adopted
The meeting deliberated and adopted the proposal on hiring financial audit institutions in 2022. The board of directors of the company proposed to the general meeting of shareholders to renew the appointment of ShineWing Certified Public Accountants (special general partnership) as the financial audit institution in 2022. The annual financial audit fee in 2022 is proposed to be 6.3 million yuan. If the audit workload increases due to the growth of the company’s scale or merger and reorganization, the audit fee will be appropriately increased according to the selection and employment documents. The general meeting of shareholders is requested to authorize the management to negotiate with ShineWing Certified Public Accountants on the increase within 20% of the total amount.
For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) on renewing the appointment of accounting firm with Announcement No. 2022051.
Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their prior approval and independent opinions on the proposal and agreed.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
(x) the proposal on hiring internal control audit institutions in 2022 was deliberated and adopted
The meeting deliberated and adopted the proposal on hiring internal control audit institutions in 2022.
The board of directors of the company proposed to the general meeting of shareholders to renew ShineWing Certified Public Accountants (special general partnership) as the company’s internal control audit institution in 2022. In 2022, the annual internal control audit fee (including IT audit) is 1.4 million yuan. If the audit workload increases due to the company’s scale growth or merger and reorganization, the audit fee will be increased moderately according to the selection and employment documents. The general meeting of shareholders is requested to authorize the management to negotiate with ShineWing Certified Public Accountants on the increase within 20% of the total amount.
For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) on renewing the appointment of accounting firm with Announcement No. 2022051.
Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their prior approval and independent opinions on the proposal and agreed.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
（11） The 2021 internal control evaluation report was reviewed and adopted
Agree to the 2021 annual internal control evaluation report prepared by the company. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, independent directors of the company, expressed independent opinions on the proposal,
Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022049
Agree.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: ten votes in favor, none against and no abstention.
（12） The proposal on Revising Sichuan Road & Bridge Co.Ltd(600039) internal control management specification was deliberated and adopted
The meeting deliberated and adopted the proposal on Revising Sichuan Road & Bridge Co.Ltd(600039) internal control management norms.
Voting results: ten votes in favor, none against and no abstention.
（13） The proposal on the amendment of the company’s English name and some articles of the articles of association was deliberated and adopted
According to the actual situation of the company, it is agreed to modify the English name of the company “Sichuan Road & Bridge Co., Ltd.” to “Sichuan Road & Bridge Group Co., Ltd. (abbreviated as srbg)”. It is proposed to amend Article 4 of the articles of association accordingly.
Since the 54th meeting of the 7th board of directors deliberated and adopted the proposal on reducing registered capital and amending some articles of the articles of association of the company, the meeting agreed to submit the matter to the general meeting of shareholders for deliberation together with the amended articles of association deliberated at this meeting.
For details, please refer to the announcement on amending some articles of the articles of association of the company with Announcement No. 2022056.
Voting results: ten votes in favor, none against and no abstention.
（14） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
According to the articles of association and relevant regulations, the company plans to hold the 2021 annual general meeting of shareholders on April 22, 2022 in the form of on-site connection with the network.
For details, see the notice of Sichuan Road & Bridge Co.Ltd(600039) on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022057).
Voting results: ten votes in favor, none against and no abstention.
3、 Online announcement attachment
1. Sichuan Road & Bridge Co.Ltd(600039) prior approval of independent directors at the 56th meeting of the seventh board of directors;
2. Sichuan Road & Bridge Co.Ltd(600039) opinions of independent directors at the 56th meeting of the seventh board of directors.
It is hereby announced.
Sichuan Road & Bridge Co.Ltd(600039) board of directors March 29, 2022
