Securities code: China Communications Construction Company Limited(601800) securities abbreviation: China Communications Construction Company Limited(601800) Announcement No.: pro 2022013 China Communications Construction Company Limited(601800)
Announcement on the resolution of the second meeting of the 5th board of directors
China Communications Construction Company Limited(601800) (hereinafter referred to as the company or the company) 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.
The notice of the second meeting of the 5th board of directors of the company was sent in writing on March 20, 2022, and the meeting was held in the form of on-site meeting on March 30, 2022. Nine directors of the board of Directors voted on the matters discussed, the meeting procedures and the number of directors present met the relevant regulations, and the voting results were legal and valid.
The meeting deliberated and passed relevant proposals and formed the following resolutions:
1、 The proposal on reviewing the company's 2021 annual performance announcement and annual report was deliberated and adopted
Agree to the company's 2021 annual performance announcement (H shares) and the company's 2021 annual report (A shares).
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Deliberated and passed the proposal on reviewing the company's 2021 annual financial statement report
（1） Approve the audited financial statements of the company in 2021, including the financial statements of 2021 (H shares) and 2021 (A shares).
（2） This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on the review of the company's profit distribution and dividend distribution plan for 2021 (I) was approved, and the company's profit distribution and dividend distribution plan for 2021 was agreed to distribute dividends to all ordinary shareholders at no less than 20% of the net profit attributable to ordinary shareholders of 16465241771 yuan in the current year (after deducting 1527843288 yuan of interest on perpetual medium-term notes), that is, based on 16165711425 shares of total share capital at the end of 2021, Distribute dividends (including tax) of RMB 020371 per share to all ordinary shareholders, totaling about RMB 3293117074. Considering the characteristics, development stage and business model of the company's industry, the company needs a large amount of capital to maintain daily business turnover, so it is necessary to accumulate appropriate retained earnings to solve the capital problems faced in the process of development. The ratio of the company's cash dividend to the net profit attributable to the shareholders of the listed company in the current year is less than 30%, but the ratio of 20% cash dividend is the same as the dividend policy of the past seven years.
（2） The independent directors expressed independent opinions on the profit distribution plan for 2021 and believed that the company's profit distribution policy for 2021 was in line with the actual situation of the company's industry characteristics, development stage and business model, was conducive to ensuring the continuity and stability of the dividend distribution policy, was in line with the provisions of the company law, the securities law and other relevant laws and the China Communications Construction Company Limited(601800) articles of association, and did not damage the interests of the company and all shareholders.
（3） For details of this matter, please refer to the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the profit distribution plan for 2021.
（4） This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on reviewing the special report on the occupation of funds by controlling shareholders and other related parties in China Communications Construction Company Limited(601800) 2021 was deliberated and adopted
（1） Agree to the special report on the occupation of funds by the company's controlling shareholders and other related parties in 2021. （2） Independent directors expressed independent opinions on this.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 The proposal on reviewing the work report of the board of directors in China Communications Construction Company Limited(601800) 2021 (I) was reviewed and approved, and the work report of the board of directors in 2021 was approved.
（2） This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 Deliberated and adopted the proposal on deliberation of the report on work of independent directors in 6018 Zoje Resources Investment Co.Ltd(002021)
（1） Agree to the 2021 work report of the company's independent directors.
（2） This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 Deliberated and adopted the proposal on reviewing the social responsibility report of China Communications Construction Company Limited(601800) 2021 and the environmental, social and Governance Report of 6018 Zoje Resources Investment Co.Ltd(002021)
（1） Agree with the company's 2021 social responsibility report and 2021 environmental, social and governance report.
（2） For details of this matter, please refer to the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）。 Voting results: 9 in favor, 0 against and 0 abstention.
8、 The proposal on reviewing the internal control evaluation report of China Communications Construction Company Limited(601800) 2021 was deliberated and adopted
（1） Approve the internal control evaluation report of the company in 2021.
（2） Independent directors expressed independent opinions on this.
（3） For details of this matter, please refer to the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）。 Voting results: 9 in favor, 0 against and 0 abstention.
9、 The proposal on reviewing China Communications Construction Company Limited(601800) on continuous risk assessment report of CCCC Finance Co., Ltd. was deliberated and adopted
（1） Agree with the company's continuous risk assessment report on CCCC Finance Co., Ltd.
（2） Independent directors expressed independent opinions on this.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 The proposal on changing the financing bank of Mota's medium and long-term M & a loan financing guarantee was deliberated and adopted
The company is approved to change the financing bank for Mota's medium and long-term M & a loan financing guarantee.
Voting results: 9 in favor, 0 against and 0 abstention.
11、 Deliberated and passed the proposal on establishing CCCC Construction Investment Co., Ltd
It is agreed to establish CCCC Construction Investment Co., Ltd. (the name shall be subject to the approval of industrial and commercial registration), which is registered in Tianfu new area, Chengdu, Sichuan Province. The company holds 100% equity, with a registered capital of 6 billion yuan and a cash contribution of 4.95 billion yuan. The rest is invested at the evaluation price of the equity of CCCC southwest investment and Development Co., Ltd., of which 1.05 billion yuan is included in the registered capital, The excess of the assessed value of the assets is included in the capital reserve of CCCC Construction Investment Co., Ltd.
Voting results: 9 in favor, 0 against and 0 abstention.
12、 The proposal on Amending the measures for the administration of China Communications Construction Company Limited(601800) financial business was deliberated and adopted
We agree to the measures for the administration of China Communications Construction Company Limited(601800) financial business and issue them for implementation.
Voting results: 9 in favor, 0 against and 0 abstention.
13、 Deliberated and adopted the proposal on deliberating five investment management systems including the negative list of domestic investment projects
It is agreed that the five systems of the company, including negative list of domestic investment projects, benchmark value and description of financial evaluation indicators of project investment, detailed rules for the implementation of project investment authorization management, capital construction management measures and guidelines for the management of project investment and construction costs, shall be printed, distributed and implemented.
Voting results: 9 in favor, 0 against and 0 abstention.
14、 Deliberated and passed the proposal on China Harbour investment in the extension line project of elevated expressway of Colombo port city, Sri Lanka
It is agreed that China Harbour Engineering Co., Ltd. (hereinafter referred to as China Harbour) affiliated to the company will invest in the extension line project of elevated expressway in Colombo port city, Sri Lanka at the proportion of 100% equity; The total investment of the project shall not exceed 773 million US dollars, of which the capital shall not exceed 232 million US dollars.
Voting results: 9 in favor, 0 against and 0 abstention.
15、 The proposal on China Road and bridge's investment in Quito urban access project in Ecuador was deliberated and passed, and the company's subsidiary China Road and Bridge Engineering Co., Ltd. (hereinafter referred to as China Road and bridge) was agreed to invest in the construction of access projects in Quito central urban area and eastern region of Ecuador according to the proportion of 100% equity; The total investment of the project shall not exceed 173 million US dollars, of which the capital shall not exceed 40.53 million US dollars.
Voting results: 9 in favor, 0 against and 0 abstention.
16、 Deliberated and passed the proposal on China Harbour's investment in Malaysia China Kuantan international logistics park project
It is agreed that China Harbour, a subsidiary of the company, will cooperate with ASAS panorama (i.e. Malaysia China Kuantan Industrial Park Company, referred to as AP company) to invest in the development of Malaysia China Kuantan international logistics park project. AP company holds 49% of the equity, China Harbour holds 51% of the equity, and China Harbour contributes US $61.16 million in cash.
Voting results: 9 in favor, 0 against and 0 abstention.
17、 The proposal on the investment of China Road and Bridge in the construction of rad highway project in Dhaka, Bangladesh was deliberated and adopted
It is agreed that the company and its affiliated China Road and bridge will jointly set up a project company in Bangladesh to invest in the construction of Bangladesh Dhaka rad highway project, with a total investment of 261 million US dollars, of which the capital is no more than 65 million US dollars.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
China Communications Construction Company Limited(601800) board of directors March 31, 2022
