China Communications Construction Company Limited(601800)
Report on the performance of the audit and internal control committee of the board of directors in 2021
In accordance with the standards for the governance of listed companies issued by the CSRC, the guidelines for the operation of the audit committee of the board of directors of listed companies issued by the Shanghai Stock Exchange, the Hong Kong Stock Exchange and other relevant laws, regulations and normative documents, as well as the articles of association, the rules of procedure of the audit and internal control committee of the board of directors and other relevant systems, the audit and internal control committee of the board of directors of the company is scrupulous and diligent. The performance of the company’s audit and internal control committee in 2021 is reported as follows:
1、 Basic information of audit and internal control committee
The audit and internal control committee of the Fourth Board of directors of the company is composed of three independent non-executive directors and one non-executive director, namely Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong. The chairman of the committee is Wei Weifeng, an independent director with professional accounting qualification.
2、 2021 annual meeting of the audit and internal control committee of the board of directors of the company
In 2021, the audit and internal control committee of the board of directors of the company held 12 meetings, deliberating 60 topics and listening to reports. The details are as follows:
(I) the 38th meeting of the audit and internal control committee of the 4th board of directors (on-site meeting)
Meeting time: January 29, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of three related party transaction proposals.
Contents of the meeting (4 topics to be considered and 3 reports to be heard):
1. Proposal on reviewing the production and operation objectives of China Communications Construction Company Limited(601800) 2021 (reporting matters);
2. Proposal on Revising the measures for the administration of China Communications Construction Company Limited(601800) rules and regulations (reporting matters);
3. Proposal on reviewing the measures for the administration of China Communications Construction Company Limited(601800) board of directors’ proposals (reporting matters);
4. Report on China Communications Construction Company Limited(601800) 2020 internal audit work summary and 2021 internal audit work plan;
5. Proposal on the establishment of the project company jointly by CCCC Haitou and Beijing Originwater Technology Co.Ltd(300070) and the related party (company) transactions involved in the PPP project of Wenchang Dongge, Dongjiao, Tanniu, Changsha, Wengtian, Chongxing and Fengpo sewage treatment facilities and supporting pipe network; 6. Proposal on the related party (company) transactions involved in the establishment of the project company jointly by the Third Public Security Bureau, the second public security bureau and Shanghai Zhenhua Heavy Industries Co.Ltd(600320) and the investment in the construction of PPP project of intelligent parking management system and public parking lot in Hengyang City;
7. Proposal on related party (company) transactions involved in the joint investment of CCCC northeast investment and Harbin Green City in the vehicle cover project of Antong street of Harbin Metro Line 3.
(II) the 39th meeting of the audit and internal control committee of the Fourth Board of directors (on-site meeting)
Meeting time: March 29, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided voting on five related party transaction proposals.
Meeting contents (10 topics to be considered):
1. Proposal on reviewing the company’s 2020 financial statements;
2. Proposal on the number of Chinese auditors and the renewal of international auditors;
3. Proposal on reviewing the special report on the occupation of funds by the company’s controlling shareholders and other related parties in 2020;
4. Proposal on reviewing the company’s 2020 internal control evaluation report; 5. Proposal on related party (connected) transactions involved in the increase of registered capital of CCCC finance company;
6. Proposal on related party (company) transactions involved in CCCC investment, CCCC xiongtou and Cccg Real Estate Corporation Limited(000736) jointly investing in CCCC future science and technology innovation city comprehensive development project in xiong’an new area, Hebei Province;
7. Proposal on related party (connected) transactions involved in equal proportion capital reduction of Kunming CCCC Xisheng Real Estate Co., Ltd;
8. Proposal on increasing and adjusting the category and ceiling of daily connected (connected) transactions in 2021;
9. Proposal on adjusting the upper limit of daily connected transactions – provision of construction services in 2021;
10. Proposal on reviewing the 2020 performance report of the audit and internal control committee of the board of directors.
(III) the 40th meeting of the audit and internal control committee of the 4th board of directors (on-site meeting)
Meeting time: April 28, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided voting on four proposals.
Contents of the meeting (6 topics to be considered and 8 reports to be heard):
1. Proposal on reviewing the company’s report for the first quarter of 2021;
2. Proposal on reviewing China Communications Construction Company Limited(601800) comprehensive risk management measures; 3. Proposal on the related party (company) transactions involved in the PPP project of comprehensive treatment of shidunhe lake central area in Honghu City jointly invested by CNCA, China urban and rural, Beijing Originwater Technology Co.Ltd(300070) , and Northeast Institute;
4. Proposal on related party (company) transactions involved in the PPP project of full coverage (northern region) of sewage treatment facilities and supporting pipe network projects in Bazhou city jointly invested by a company affiliated to the three Public Utilities Bureau, China urban and rural, Beijing Originwater Technology Co.Ltd(300070) , and Northeast Institute;
5. Proposal on the related party (company) transactions involved in the PPP project for the comprehensive development of the core area of “design capital” in Liulin, Haihe, Tianjin jointly invested by CCCC investment, the first navigation bureau, the fourth public works bureau, the public planning institute and the Southwest Institute;
6. Proposal on connected transactions involved in the first phase PPP project of comprehensive construction of human settlements and environment in Shehong Economic Development Zone, Sichuan Province jointly invested by the first public security bureau, the second public security bureau and China’s urban and rural areas;
7. Proposal on reviewing the company’s 2021 annual comprehensive budget report (reporting matters);
8. Proposal on reviewing the external guarantee amount of the company in 2021 (reporting matters);
9. Proposal on the issuance of bonds of no more than 20 billion yuan (reporting matters);
10. Proposal on the company’s asset securitization business of no more than 60 billion yuan (reporting matters);
11. Proposal on reviewing the company’s 2021 annual fund plan (reporting matters);
12. Proposal on reviewing six investment management systems including China Communications Construction Company Limited(601800) investment management measures (reporting matters);
13. Proposal on adding Wang Haihuai and Liu Xiang as executive directors of the company (reporting matters);
14. Proposal on Amending the China Communications Construction Company Limited(601800) articles of Association (reporting matters).
(IV) the 41st meeting of the audit and internal control committee of the Fourth Board of directors (Communication voting)
Meeting time: May 21, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of a related party transaction proposal.
Contents of the meeting (1 topic to be considered):
Proposal on related party (connected) transactions involved in the project of xaqd-0023 plot in xiong’an new area, Hebei Province jointly invested by Sigong Bureau and CCCC real estate.
(V) the 42nd meeting of the audit and internal control committee of the Fourth Board of directors (Communication voting)
Meeting time: June 10, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of three related party transaction proposals.
Meeting contents (3 topics to be considered):
1. Proposal on the related party (company) transactions involved in the PPP project of full coverage (southern region) of sewage treatment facilities and supporting pipe network projects in Bazhou city jointly established by Sigong Bureau, China urban and rural, Beijing Originwater Technology Co.Ltd(300070) , Southwest Institute and Northeast Institute; 2. Proposal on related party (company) transactions involved in the water supply project (phase I) of Jieyang Dahai petrochemical industrial zone jointly invested by the fourth navigation bureau and Southwest Research Institute;
3. Proposal on the related party (company) transactions involved in the transfer of 0.5% equity of RONGTONG Municipal Construction Engineering Co., Ltd. in Dongpo District of Meishan City from the third public security bureau to the Northeast Municipal General Hospital and the cooperative investment in the construction of PPP project for municipal road infrastructure in Dongpo District of Meishan city.
(VI) the 43rd meeting of the audit and internal control committee of the Fourth Board of directors (Communication voting)
Meeting time: June 28, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of two related party transaction proposals.
Contents of the meeting (2 topics to be considered):
1. Proposal on the related party (company) transactions involved in the joint-stock investment of Sangong Bureau in Tianjin Hongqiao District baochunli jinhongshuang (hang) No. 2021017 plot project;
2. Proposal on the related party (company) transactions involved in the comprehensive urban renewal and reconstruction project of Renmin Avenue (Yunyan section) in Guiyang city jointly invested by CCCC urban investment and CCCC real estate. (VII) the 44th meeting of the audit and internal control committee of the 4th board of directors (on-site meeting)
Meeting time: August 26, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of 12 related party transaction proposals.
Contents of the meeting (16 topics to be considered):
1. Proposal on reviewing the company’s 2021 interim financial report;
2. Proposal on reviewing the audit fees of the company’s auditors in 2021;
3. Proposal on changes in accounting policies;
4. Proposal on related party (connected) transactions involving the reduction of registered capital of Cccg Real Estate Corporation Limited(000736) Zhoushan Real Estate Co., Ltd;
5. Proposal on Amending the measures for the administration of China Communications Construction Company Limited(601800) connected transactions;
6. Proposal on adjusting the upper limit of accepting labor services and subcontracting for daily connected (connected) transactions in 2021;
7. Proposal on adjusting the upper limit of products sold in daily connected transactions in 2021;
8. Proposal on the upper limit of daily connected transaction leasing and asset management services from 2022 to 2024;
9. Proposal on the upper limit of contracting services for daily connected transaction projects from 2022 to 2024;
10. Proposal on the upper limit of products purchased and sold in daily connected transactions from 2022 to 2024;
11. Proposal on the upper limit of daily connected transaction financial service deposit and loan business from 2022 to 2024;
12. Proposal on the upper limit of financial service guarantee business for daily connected transactions from 2022 to 2024;
13. Proposal on the upper limit of financial services and other credit businesses of daily connected transactions from 2022 to 2024;
14. Proposal on the upper limit of financial leasing and commercial factoring business for daily connected transactions from 2022 to 2024;
15. About the continuous connected transactions under the Hong Kong Listing Rules from 2022 to 2024 Proposal on the upper limit of business such as financial leasing and commercial factoring;
16. About the continuous connected transactions under the Hong Kong Listing Rules from 2022 to 2024 Proposal on providing business caps such as construction services.
(VIII) the 45th meeting of the audit and internal control committee of the 4th board of directors (Communication voting)
Meeting time: September 22, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of a related party transaction proposal.
Contents of the meeting (1 topic to be considered):
Proposal on increasing the upper limit of daily connected transaction financial services – other credit businesses in 20222024.
(IX) the 46th meeting of the audit and internal control committee of the Fourth Board of directors (Communication voting)
Meeting time: October 28, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of a related party transaction proposal.
Contents of the meeting (2 topics to be considered):
1. Proposal on reviewing the third quarter report of the company in 2021;
2. Proposal on related party (connected) transactions involved in the company’s acquisition of the equity of CCCC Tianhe held by Shanghai Zhenhua Heavy Industries Co.Ltd(600320) .
(x) the 47th meeting of the audit and internal control committee of the Fourth Board of directors (Communication voting)
Meeting time: December 6, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of a related party transaction proposal.
Contents of the meeting (1 topic to be considered):
Proposal on related party (connected) transactions involving the transfer of 21% equity of CCCC lease held by Shanghai Zhenhua Heavy Industries Co.Ltd(600320) by CCCC capital.
（11） 48th meeting of the audit and internal control committee of the 4th board of directors (Communication voting)
Meeting time: December 21, 2021
Voting members: Wei Weifeng, Liu maoxun, Huang Long and Zheng Changhong participated in the voting, and Liu maoxun avoided the voting of a related party transaction proposal.
Meeting contents (topics to be considered)
