Securities code: China International Capital Corporation Limited(601995) securities abbreviation: China International Capital Corporation Limited(601995) Announcement No.: pro 2022005 China International Capital Corporation Limited(601995)
Announcement of resolutions of the 21st Meeting of the second board of directors
China International Capital Corporation Limited(601995) the board of directors and all directors 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
China International Capital Corporation Limited(601995) (hereinafter referred to as “the company”) the 21st Meeting of the second board of directors (hereinafter referred to as “the meeting”) was held on March 30, 2022 through on-site video and telephone. The notice of this meeting will be sent in writing on March 16, 2022. There were 9 directors who should attend the meeting and 9 actually attended the meeting. Among them, Mr. Duan Wenwu, the director, entrusted Mr. Zhu Hailin to attend and vote on his behalf. The meeting was presided over by Mr. Shen rujun, chairman of the board of directors, and the supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with relevant laws and regulations and the China International Capital Corporation Limited(601995) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
(I) proposal on the salary distribution plan for senior managers in 2021
This proposal is a sub item vote, and Mr. Huang Zhaohui avoided voting when considering his own salary distribution plan. Voting results of Mr. Huang Zhaohui’s 2021 salary distribution plan: 8 votes in favor, 0 votes against and 0 abstentions. Voting results of other senior managers’ salary distribution plan in 2021: 9 votes in favor, 0 votes against and 0 abstentions.
Agree to the remuneration distribution plan for senior managers in 2021; We agree to the assessment report of the board of directors on the person in charge of compliance (2021), and authorize Mr. Shen rujun, chairman of the board of directors, and Mr. Peter Nolan, chairman of the Remuneration Committee of the board of directors, to sign it. Independent non-executive directors have expressed their independent opinions on this proposal.
(II) proposal on the work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. Agree to the company’s 2021 annual report (including A-share annual report and H-share annual report).
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
(IV) proposal on 2021 social responsibility and environmental, social and Governance Report
Voting results: 9 in favor, 0 against and 0 abstention.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
(V) proposal on profit distribution plan in 2021
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The company plans to distribute cash dividends to shareholders in the form of cash dividends in 2021. The total amount of cash dividends to be distributed is RMB 144817706040 (including tax). Based on the total number of 4827256868 shares of the company as of the disclosure date of this announcement, a cash dividend of RMB 3.0 (including tax) will be distributed for every 10 shares. If the total number of issued shares of the company changes on the equity registration date of equity distribution, the amount of cash dividend per share will be adjusted accordingly within the total amount of RMB 144817706040 (including tax). If the subsequent total share capital changes, the company will separately announce the specific adjustment.
Independent non-executive directors have expressed their independent opinions on this proposal.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
(VI) proposal on renewing the appointment of accounting firms
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. It is agreed to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang as the domestic and overseas accounting firms of the company in 2022, and agree to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) as the internal control audit institution of the company in 2022, with a renewal period of one year.
The independent non-executive director issued a prior approval opinion on the proposal, agreed to submit the proposal to the board of directors for deliberation, and expressed an independent opinion on the proposal.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
(VII) proposal on daily connected transactions in 2022
Voting results: 7 in favor, 0 against and 0 abstention. Ms. Tan Lixia and Mr. Duan Wenwu have an interest in this motion and avoid voting. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The independent non-executive director issued a prior approval opinion on the proposal, agreed to submit the proposal to the board of directors for deliberation, and expressed an independent opinion on the proposal.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
(VIII) proposal on “2021 annual compliance report”
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) proposal on internal control evaluation report in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
Independent non-executive directors have expressed their independent opinions on this proposal.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
(x) proposal on the 2021 annual risk assessment report
Voting results: 9 in favor, 0 against and 0 abstention.
（11） Proposal on “2021 annual it efficiency effect evaluation report”
Voting results: 9 in favor, 0 against and 0 abstention.
（12） Voting results of the proposal on Amending the articles of association and the working system of the Management Committee (for Trial Implementation): 9 votes in favor, 0 against and 0 abstention.
This proposal is voted separately, and the amendment of the articles of association needs to be submitted to the general meeting of shareholders for deliberation.
It is agreed to revise the articles of association in combination with the actual situation and adjust the working system of the Management Committee (for Trial Implementation) accordingly. The above amendments will come into effect from the date when the shareholders’ meeting deliberates and approves the amendment of the articles of association.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the revision of the articles of association. （13） Proposal on renaming the strategy committee of the board of directors and revising the working rules of the Committee
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to change the name of the strategy committee under the board of directors to “strategy and ESG committee”, revise the working rules of the strategy committee of the board of directors accordingly, and increase the relevant responsibilities of ESG. The name change of the strategy committee and the revised working rules of the strategy committee of the board of directors shall come into force from the date of deliberation and approval by the board of directors.
（14） Proposal on the election of independent non-executive directors
Voting results: 9 in favor, 0 against and 0 abstention. This proposal is voted by item and needs to be submitted to the general meeting of shareholders for deliberation.
Mr. Xiao Weiqiang and Mr. Ben Shenglin, who have served in the company for six consecutive years, will resign as independent non-executive directors of the company. Their resignation will take effect from the date when the new independent non-executive directors elected by the general meeting of shareholders of the company officially perform their duties. After their resignation takes effect, they will not hold any position in the company and its subsidiaries. The board of directors of the company sincerely thanks Mr. Xiao Weiqiang and Mr. Ben Shenglin for their positive contributions to the development of the company during their tenure!
In order to ensure the good governance structure of the company, it is agreed to nominate Mr. Wu Gangping and Mr. Lu Zhengfei as candidates for independent non-executive directors of the second board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the end of the term of office of the second board of directors of the company, and they can be re elected at that time.
Mr. Wu Gangping and Mr. Lu Zhengfei will receive the directors’ robe (i.e. RMB Shanghai Pudong Development Bank Co.Ltd(600000) (tax included) / year) according to the director’s remuneration plan approved by the general meeting of the company. For each member of each special committee of the board of directors, the robe amount will be increased by RMB 25000 (tax included) / year. For each chairman of each special committee, the robe amount will be increased by RMB 50000 (tax included) / year) and meeting fees, The company shall bear the expenses incurred in attending the meetings of the board of directors, the general meeting of shareholders and performing the duties of directors.
Please see the attachment for the resumes of Mr. Wu Gangping and Mr. Lu Zhengfei.
Independent non-executive directors have expressed their independent opinions on this proposal.
（15） Proposal on work report of independent non-executive directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention. This proposal still needs to be reported to the general meeting of shareholders. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
（16） Proposal on convening the 2021 annual general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention.
It is agreed to authorize the Secretary of the board of directors to determine the time, place and other specific arrangements for the 2021 annual general meeting at an appropriate time, and the Secretary of the board of directors shall arrange to issue the notice of the 2021 annual general meeting and other relevant documents. （17） Proposal on adjusting the setting of internal institutions
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors also heard the 2021 performance report of the audit committee of the board of directors. For details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.).
It is hereby announced.
Attachment: resumes of Mr. Wu Gangping and Mr. Lu Zhengfei
China International Capital Corporation Limited(601995) board of directors
March 30, 2022 Annex:
Resume of Mr. Wu Gangping
Mr. Wu Gangping, born in September 1957, is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA), the Australian and New Zealand Institute of Chartered Accountants (caanz), the Australian Institute of Certified Public Accountants (CPAA) and the British Institute of Certified Public Accountants (ACCA). Mr. Wu is the retired Chinese chairman of Ernst & young, the chief partner of Greater China and a member of Ernst & Young’s Global Management Committee. He has more than 30 years of professional experience in the accounting industry in Hong Kong and China. Before joining Ernst & young, Mr. Wu successively served as the managing partner of Greater China of Andersen certified public accountants, the managing partner of PWC China business and the managing director of Citigroup China investment bank. Mr. Wu has been an independent non-executive director of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. (a company listed on Shanghai Stock Exchange (Stock Code: Ping An Insurance (Group) Company Of China Ltd(601318) ) and Hong Kong Stock Exchange (Stock Code: 02318)) since August 2021, He has served as an independent non-executive director of Beijing Yingtong Technology Development Co., Ltd. (a company listed on the Hong Kong Stock Exchange (Stock Code: 02251) since April 2021. Mr. Wu is currently the president of the Chinese Chamber of Commerce in Hong Kong. He has served as a member of the first and second advisory committees on accounting standards for business enterprises of the Ministry of finance of China, an honorary consultant of the Hong Kong Association of business accountants and a member of the Advisory Committee of the school of accounting of the Chinese University of Hong Kong. Mr. Wu is also a member of the audit committee of the Chinese University of Hong Kong (Shenzhen) and a director of the Chinese University of Hong Kong (Shenzhen) education foundation. Mr. Wu received a bachelor’s degree in Business Administration from the Chinese University of Hong Kong in December 1981 and a master’s degree in Business Administration from the Chinese University of Hong Kong in October 1988.
Up to now, Mr. Wu has not held shares of the company, has not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and has no relationship with the directors, supervisors, senior managers and major shareholders of the company.
Resume of Mr. Lu Zhengfei
Mr. Lu Zhengfei, born in November 1963, has been a professor and doctoral supervisor of the accounting department of Guanghua School of management, Peking University since November 1999. During his tenure, he has successively served as the deputy director, director and vice president of the accounting department of Guanghua School of management, Peking University. From July 1988 to October 1999, he has successively served as a teaching assistant, lecturer, associate professor and Professor, deputy director and director of the accounting department of Nanjing University International Business School. Mr. Lu is currently an independent non-executive director of China Cinda Asset Management Co., Ltd. (a company listed on the Hong Kong Stock Exchange (Stock Code: 01359)), an independent non-executive director of China biopharmaceutical Co., Ltd. (a company listed on the Hong Kong Stock Exchange (Stock Code: 01177)), and an independent director of Xinjiang Tianshan Cement Co.Ltd(000877) (a company listed on the Shenzhen Stock Exchange (Stock Code: Xinjiang Tianshan Cement Co.Ltd(000877) )), And the independent supervisor of the people’s Insurance Company of China Limited, a company listed on the stock exchange of Hong Kong (Stock Code: 02328). Mr. Lu served as an independent non-executive director of Bank Of China Limited(601988) (a company listed on Shanghai Stock Exchange (Stock Code: Bank Of China Limited(601988) ) and Hong Kong Stock Exchange (Stock Code: 03988)) from July 2013 to August 2019, and an independent director of China Nuclear Engineering & Construction Corporation Limited(601611) (a company listed on Shanghai Stock exchange (Stock Code: China Nuclear Engineering & Construction Corporation Limited(601611) )) from November 2018 to November 2019. Mr. Lu received a bachelor’s degree in economics from Zhejiang Business University in July 1985, a master’s degree in economics from Renmin University of China in June 1988 and Nanjing University in June 1997
