Stock Code: China Construction Bank Corporation(601939) stock abbreviation: China Construction Bank Corporation(601939) Announcement No.: pro 2022008 China Construction Bank Corporation(601939)
Announcement of resolutions of the board meeting
(March 29, 2022)
The board of directors and all directors of the bank 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.
China Construction Bank Corporation(601939) (hereinafter referred to as “the bank”) the board meeting (hereinafter referred to as “the meeting”) was held in Beijing on March 29, 2022 in the form of on-site meeting. The bank sent the notice of this meeting in writing on March 14, 2022. The meeting was presided over by Chairman Tian Guoli. There were 13 directors who should attend and 13 directors who actually attended in person. The meeting was held in accordance with the company law of the people’s Republic of China and the China Construction Bank Corporation(601939) articles of Association (hereinafter referred to as the “articles of association”).
The following proposals were considered and adopted at this meeting:
1、 Proposal on 2021 annual report, performance announcement and summary
Voting: 13 in favor, 0 against and 0 abstention.
The meeting agreed to submit the report of the board of directors and the financial settlement plan (financial report) in the annual report of China Construction Bank Corporation(601939) 2021 to the general meeting of shareholders of the bank for deliberation.
2、 Proposal on profit distribution plan of China Construction Bank Corporation(601939) 2021
Voting: 13 in favor, 0 against and 0 abstention.
The bank’s profit distribution plan for 2021 is as follows:
1. Taking the bank’s after tax profit of RMB 295764 billion in 2021 as the base, withdraw the statutory reserve of RMB 29.576 billion at the proportion of 10%;
2. According to the measures for the administration of reserve provision of financial enterprises (CAI Jin [2012] No. 20) issued by the Ministry of finance, the general reserve is withdrawn in the amount of 31.202 billion yuan;
3. Distribute cash dividends of RMB 0.364 per share (including tax) for 2021 to all ordinary shareholders (shareholders listed in the register of shareholders after the closing of the market on July 7, 2022), with a total cash dividend of RMB 91.004 billion;
4. In 2021, the bank did not convert capital reserve into share capital.
The independent directors believe that the bank’s profit distribution plan for 2021 complies with relevant laws and regulations and the relevant provisions of the articles of association, and there is no damage to the legitimate rights and interests of the bank and minority shareholders. Independent directors agree to this proposal.
This proposal will be submitted to the general meeting of shareholders of the bank for deliberation.
For the announcement of China Construction Bank Corporation(601939) 2021 annual profit distribution plan, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant contents of. 3、 Annual evaluation report on
Voting: 13 in favor, 0 against and 0 abstention.
The independent directors believe that the bank has evaluated the effectiveness of internal control on an annual basis in accordance with the basic norms of enterprise internal control and supporting guidelines. The bank’s 2021 internal control evaluation report truly and objectively reflects the actual situation of the bank’s internal control. The independent directors agreed with the relevant conclusions of the bank’s 2021 internal control evaluation report.
For the internal control evaluation report of China Construction Bank Corporation(601939) 2021, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant contents of. 4、 Proposal on the employment of external auditors in 2022
Voting: 13 in favor, 0 against and 0 abstention.
Independent directors believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) and Ernst & Young certified public accountants, the external auditors to be employed by the bank in 2022, have relevant qualifications and professional abilities, and the employment review procedures comply with the relevant provisions of laws and regulations and the articles of association. Independent directors agree to this proposal.
This proposal will be submitted to the general meeting of shareholders of the bank for deliberation.
For the announcement of China Construction Bank Corporation(601939) on renewing the appointment of accounting firm, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant contents of. 5、 Proposal on capital adequacy management report in 2021
Voting: 13 in favor, 0 against and 0 abstention.
6、 Proposal on capital adequacy ratio disclosure report in 2021
Voting: 13 in favor, 0 against and 0 abstention.
For the report on capital adequacy ratio in China Construction Bank Corporation(601939) 2021, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant contents of.
7、 Voting on the proposal of China China Construction Bank Corporation(601939) 2021 comprehensive risk management report: 13 in favor, 0 against and 0 abstention.
8、 Proposal on nominating Mr. Tian Bo for re-election as a non-executive director of the bank
Voting: 12 in favor, 0 against and 0 abstention.
Mr. Tian Bo abstained from voting on this motion.
The independent directors believe that Mr. Tian Bo meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association. Independent directors agree to this proposal.
The meeting agreed to nominate Mr. Tian Bo to serve as a non-executive director of the bank for a term of three years until the date of the 2024 annual general meeting of the bank. Mr. Tian Bo meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association.
Mr. Tian Bo, born in July 1971, Chinese nationality. He has been a non-executive director of the bank since August 2019. In 2019, he joined Central Huijin Investment Co., Ltd. (hereinafter referred to as “Huijin Company”); From March 2006 to August 2019, he served successively as director of Bank Of China Limited(601988) business department, director of corporate finance headquarters, assistant general manager of corporate finance headquarters, deputy general manager of trade finance department and deputy general manager of transaction banking department. During this period, he served as a member of the Standing Committee and vice mayor of Fangchenggang Municipal Party committee of Guangxi Zhuang Autonomous Region from February 2016 to February 2018. From July 1994 to March 2006, he worked in Industrial And Commercial Bank Of China Limited(601398) Beijing Branch of China and China Minsheng Banking Corp.Ltd(600016) head office of China. Mr. Tian graduated from Beijing Institute of Finance and trade with a bachelor’s degree in finance in 1994 and obtained a master’s degree in management from Capital University of economics and trade in 2004.
This proposal will be submitted to the general meeting of shareholders of the bank for deliberation. After the proposal is approved by the general meeting of shareholders, Mr. Tian Bo will be reappointed as a member of the strategic development committee and the audit committee of the board of directors of the bank.
9、 Proposal on nominating Mr. Xia Yang for re-election as a non-executive director of the bank
Voting: 12 in favor, 0 against and 0 abstention.
Mr. Xia Yang abstained from voting on this motion.
The independent directors believe that Mr. Xia Yang meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association. Independent directors agree to this proposal.
The meeting agreed to nominate Mr. Xia Yang for re-election as a non-executive director of the bank for a term of three years until the date of the 2024 annual general meeting of the bank. Mr. Xia Yang meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association.
Mr. Xia Yang, born in November 1968, Chinese nationality. He has been a non-executive director of the bank since August 2019. Joined Huijin Company in 2019; Served as the general secretary of the Commission for Discipline Inspection of Wenzhou Branch and vice president of the trusteeship Department of Hangzhou branch from August, 1997 to August, 2019, served as the general secretary of the Commission for Discipline Inspection and vice president of the trusteeship Department of Wenzhou Branch. From December 1988 to August 1997, he worked in Industrial And Commercial Bank Of China Limited(601398) Zhejiang branch and China Merchants Bank Co.Ltd(600036) Hangzhou branch of China. Mr. Xia is a senior economist and accountant. He graduated from Nanjing University with a bachelor’s degree in human and animal physiology in 1988 and a doctoral candidate in management science and Engineering in Nanjing University in 2018.
This proposal will be submitted to the general meeting of shareholders of the bank for deliberation. After the proposal is approved by the general meeting of shareholders, Mr. Xia Yang will be reappointed as a member of the strategic development committee and Risk Management Committee of the board of directors of the bank.
10、 Proposal on nominating Mr. Graeme Wheeler for re-election as an independent director of the bank
Voting: 12 in favor, 0 against and 0 abstention.
Mr. Graeme Wheeler abstained from voting on this bill.
The independent directors believe that Mr. Graeme Wheeler meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association. Independent directors agree to this proposal.
The meeting agreed to nominate Mr. Graeme Wheeler to serve as an independent director of the bank for a term of three years until the date of the 2024 annual general meeting of the bank. Mr. Graeme Wheeler meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association.
Mr. Graeme Wheeler, born in October 1951, New Zealand nationality. He has been an independent director of the bank since October 2019; Non executive director of Thyssen bornemisza group since 2017. President of the Reserve Bank of New Zealand from 2012 to 2017; From 2010 to 2012, he served as non-executive director of Thyssen bornemisza group and co-founder of privatisation analysis and Consulting Co., Ltd; From 2006 to 2010, he served as the managing director of the world bank and was responsible for the operation; From 2001 to 2006, he served as vice president and treasurer of the world bank; From 1997 to 2001, he served as the head of the financial products and Services Department of the world bank; From 1993 to 1997, he served as treasurer of the New Zealand debt management office and Deputy Secretary General of the New Zealand Ministry of finance; From 1990 to 1993, he was the head of macroeconomic policy in the Ministry of finance of New Zealand; 19841990 economic and financial adviser to the New Zealand delegation to the OECD (Paris) Conference; From 1973 to 1984, he served as an adviser to the Ministry of finance of New Zealand. Won the New Zealand Medal of merit in 2018. He received a master’s degree in economics and business from the University of Auckland in 1972.
This proposal will be submitted to the general meeting of shareholders of the bank for deliberation. After this proposal is approved by the general meeting of shareholders, Mr. Graeme Wheeler will serve as the chairman of the Committee on connected transactions, social responsibility and consumer protection of the board of directors of the bank, and as a member of the audit committee, risk management committee and nomination and Remuneration Committee.
11、 Voting on the proposal of nominating Mr. Michel Madeleine for re-election as an independent director of the bank: 12 in favor, 0 against and 0 abstention.
Mr. Michel Madeleine abstained from voting on this motion.
The independent directors believe that Mr. Michel Madeleine meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association. Independent directors agree to this proposal.
The meeting agreed to nominate Mr. Michel Madeleine for re-election as an independent director of the bank for a term of three years until the date of the 2024 annual general meeting of the bank. Mr. Michel Madeleine meets the qualifications and conditions of directors specified in relevant laws and regulations and the articles of association.
Michelle Madeleine, born in January 1956, French nationality. He has been an independent director of the bank since January 2020; He has been a trustee of the IFRS foundation since January 2018 and a member of the supervisory board of Postal Bank of France since April 2018. From June 2016 to December 2018, he served as vice chairman of Moody’s investor services, chairman of Moody’s European Board of directors and member of Moody’s American Board of directors; From May 2008 to June 2016, he served as the president and chief operating officer of Moody’s investor services, and from 1994 to May 2008, he served as the European and American institutions of Moody’s Investor Services; From May 1980 to May 1994, he worked in Belgium and France of Ernst & young, and was promoted to partner in 1989. Mr. Madeleine is a qualified chartered accountant in France. He received a master’s degree in management from Kellogg School of management of Northwestern University and a bachelor’s degree in Business Administration from Rouen higher business school in France.
This proposal will be submitted to the general meeting of shareholders of the bank for deliberation. After this proposal is approved by the general meeting of shareholders, Mr. Michel Madeleine will be reappointed as a member of the audit committee, risk management committee, nomination and Remuneration Committee and connected transactions, social responsibility and Consumer Protection Committee of the board of directors of the bank.
12、 Proposal on Mr. Tian Guoli, chairman of the board, performing the duties of President on his behalf
Voting: 13 in favor, 0 against and 0 abstention.
At this meeting, it was agreed that Mr. Tian Guoli, chairman of the board of directors, would perform the duties of President on his behalf. The period of performance of duties on his behalf would begin from the date when Mr. Wang Jiang no longer performed the duties of president of the bank due to job changes to the date when the new president appointed by the board of directors of the bank officially performed his duties.
13、 Proposal on social responsibility report of China Construction Bank Corporation(601939) 2021
Voting: 13 in favor, 0 against and 0 abstention.
For the social responsibility report of China Construction Bank Corporation(601939) 2021, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant contents of.
14、 Proposal on special report on connected transactions of China Construction Bank Corporation(601939) 2021
Voting: 13 in favor, 0 against and 0 abstention.
The special report on related party transactions in China Construction Bank Corporation(601939) 2021 will be submitted to the general meeting of shareholders for reference.
15、 Proposal on convening the 2021 annual general meeting of shareholders
Voting: 13 in favor, 0 against and 0 abstention.
The meeting decided to hold the bank’s 2021 annual general meeting in Beijing on Thursday, June 23, 2022, and the notice of the meeting will be announced separately.
It is hereby announced.
China Construction Bank Corporation(601939) board of directors
