Securities code: China West Construction Group Co.Ltd(002302) securities abbreviation: China West Construction Group Co.Ltd(002302) Announcement No.: 2022 - 012 announcement of the resolution of the 10th Session of the seventh board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
China West Construction Group Co.Ltd(002302) (hereinafter referred to as "the company") the notice of the 10th meeting of the 7th board of directors was sent to all directors by hand and e-mail on March 22, 2022. The meeting was held in the conference room of China Construction building company, No. 989 Hanzhou Road, Tianfu new area, Chengdu, Sichuan Province on April 1, 2022 by on-site combined with communication voting. 9 directors should attend the meeting, Nine directors actually attended the meeting (among them, Tao Zhi, Wang Lei, Li Daming, Zhang Haixia and Ni Xiaobin attended the meeting by means of communication voting). The meeting was presided over by Mr. Wu Zhiqi, chairman of the company. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
After full discussion among the directors present, the following resolutions were unanimously adopted:
1. Deliberated and passed the proposal on annual report and summary of 2021
Voting result: all directors passed the resolution with 9 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 The summary of the annual report for 2021 published on www.cn.info.com.cn Full text of 2021 annual report on.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Report on the work of the board of directors in 2021.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. Deliberated and adopted the proposal on the work report of the general manager in 2021
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
4. Deliberated and adopted the proposal on the work report of independent directors in 2021
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
Li Daming, Zhang Haixia and Ni Xiaobin, the independent directors of the company, respectively submitted the 2021 report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For the contents of the report on the work of independent directors, see the company's website http://www.cn.info.com.cn. On April 2, 2022 Report on the work of independent directors in 2021.
5. Deliberated and adopted the proposal on the financial final accounts report of 2021
Voting result: all directors passed the resolution with 9 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Financial final accounts report of 2021 on.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6. Deliberated and adopted the proposal on financial budget report of 2022
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
The main economic indicators budget of the company for 2022 is: the newly signed contract amount budget is 55 billion yuan, the operating revenue budget is 29 billion yuan, and the total profit budget is 1.25 billion yuan. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Financial budget report for 2022 on.
The above budget is the internal management control index of the company's business plan for 2022 and does not constitute the company's substantive commitment to investors, nor does it represent the company's profit forecast for 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7. The proposal on the profit distribution plan for 2021 was deliberated and adopted
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
The company's profit distribution plan for 2021 is as follows: Based on the total share capital of 1262354304 shares on December 31, 2021, the company will distribute cash dividends of 0.95 yuan (including tax) to all shareholders for every 10 shares, a total of 11992365888 yuan in cash dividends and 0 bonus shares (including tax), and will not convert the accumulation fund into share capital. For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 Announcement on profit distribution plan for 2021 on.
See the company's website on April 2, 2022 (www.cn. Info. Com. CN.) Relevant contents on.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8. The proposal on the total amount of financing business applied to financial institutions in 2022 was considered and adopted
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
It is agreed that the company will apply to financial institutions for financing business (including loans, acceptance bills, accounts payable factoring, etc.) with a total amount of no more than 8 billion yuan in 2022, and submit to the general meeting of shareholders to authorize the legal representative of the company to sign relevant financing legal documents within the above limit. For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 Announcement on the total amount of financing business applied to financial institutions in 2022. This proposal shall be submitted to the general meeting of shareholders for deliberation.
9. The proposal on the total amount of guarantee of "comprehensive bank credit" for holding subsidiaries at all levels within the scope of consolidated statements was deliberated and adopted
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
It is agreed that the company and its holding subsidiaries shall provide a comprehensive bank credit guarantee line with a total amount of no more than 1.7 billion yuan for the holding subsidiaries at all levels within the scope of the consolidated statements, and request the general meeting of shareholders to authorize the legal representative of the company or the holding subsidiary or its authorized representative to sign relevant guarantee agreements with the financial institutions within the guarantee line.
Among them, the guarantee amount for holding subsidiaries with asset liability ratio less than 70% is RMB 990 million, and the guarantee amount for holding subsidiaries with asset liability ratio higher than 70% is RMB 710 million. The guarantee amount is expected to start from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 Announcement on the total amount of bank comprehensive credit guarantee for holding subsidiaries at all levels within the scope of consolidated statements.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Relevant contents on.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10. Deliberated and adopted the proposal on changes in accounting policies
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
This accounting policy change is a corresponding change made by the company in accordance with the relevant provisions of the Ministry of finance, which can objectively and fairly reflect the company's financial status and operating results, in line with the relevant provisions and the actual situation of the company. The change does not harm the interests of the company and shareholders, so we agree to the change of accounting policy. For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 Announcement on changes in accounting policies. The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Relevant contents on.
11. Deliberated and adopted the proposal on the evaluation report of internal control in 2021
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
During the reporting period, the company did not have major defects in internal control over financial reporting, nor did it find major defects in internal control over non-financial reporting. And there are no factors affecting the evaluation conclusion of the effectiveness of internal control between the benchmark date of the internal control evaluation report and the issuance date of the internal control evaluation report. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 20222021 annual internal control evaluation report on. The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Relevant contents on.
12. The proposal on applying for total financing credit from China Construction Finance Co., Ltd. in 2022 was deliberated and adopted
Voting results: all directors passed the proposal with 5 votes in favor, 0 against and 0 abstention. Affiliated directors Wu Zhiqi, Bai Jianjun, Lin bin and guojianke have avoided voting.
It is agreed that the company and its subsidiaries apply to CSCEC Finance Co., Ltd. for a total financing credit of RMB 11 billion in 2022, control the business lines of loans, factoring, bills and guarantees handled by the company and its subsidiaries in CSCEC Finance Co., Ltd. within RMB 11 billion, and request the general meeting of shareholders to authorize the legal representative of the company to sign various financial service legal documents within the above line. For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 Announcement on applying for total financing credit from China Construction Finance Co., Ltd. in 2022.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Relevant contents on.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
13. The proposal on continuous risk assessment report of CSCEC Finance Co., Ltd. was deliberated and adopted
Voting results: all directors passed the proposal with 5 votes in favor, 0 against and 0 abstention. Affiliated directors Wu Zhiqi, Bai Jianjun, Lin bin and guojianke have avoided voting. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Report on continuous risk assessment of China Construction Finance Co., Ltd.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Relevant contents on.
14. The proposal on the forecast of daily connected transactions in 2022 was considered and adopted
Voting results: all directors passed the proposal with 4 votes in favor, 0 against and 0 abstention. Affiliated directors Wu Zhiqi, Bai Jianjun, Lin bin, guojianke and Wang Lei have avoided voting.
It is agreed that the company and its subsidiaries will sell goods, provide labor services and leases to the actual controller and its affiliated enterprises, associated enterprises, Xinjiang Tianshan Cement Co.Ltd(000877) and its affiliated enterprises, Anhui Conch Cement Company Limited(600585) and its affiliated enterprises and other related persons for no more than 17.5 billion yuan in 2022, and purchase goods, fixed assets, accept labor services and leases for no more than 2.8 billion yuan. For details, please refer to the company's publication in the securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 2, 2022 Announcement on the forecast of daily connected transactions in 2022.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 2, 2022 Relevant contents on.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
15. The proposal on the implementation plan of China West Construction Group Co.Ltd(002302) "compliance management enhancement year" was deliberated and adopted
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
16. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
Voting result: the proposal was adopted by all directors with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of directors of the company is scheduled to hold the China West Construction Group Co.Ltd(002302) 2021 annual general meeting of shareholders at 15:30 on Friday, April 22, 2022 in the conference room of CSCEC building, No. 989 Hanzhou Road, Tianfu new area, Chengdu, Sichuan Province. For details, see the notice on convening the 2021 annual general meeting of shareholders published in the securities times, Shanghai Securities News, China Securities News and cninfo.com on April 2, 2022.
3、 Documents for future reference
1. The 10th meeting of the seventh session of the company
