Securities code: Shanghai Geoharbour Construction Group Co.Ltd(605598) securities abbreviation: Shanghai Geoharbour Construction Group Co.Ltd(605598) Announcement No.: 2022017 Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd
Announcement of resolutions of the 10th meeting of the second board of directors
The board of directors and all directors of the company 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
Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 10th meeting of the second board of directors in the form of communication voting on April 29, 2022. The notice of this meeting was sent by email on April 19, 2022. Five directors should attend the meeting, five actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association. Mr. Xu Shilong, chairman of the board, presided over the meeting.
2、 Deliberations of the board meeting
The directors present at the meeting deliberated and adopted the following proposals:
1、 Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Deliberated and passed the proposal on the work report of the company’s independent directors in 2021
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the report on the work of independent directors of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. in 2021 issued by the designated media.
Voting results: 5 in favor, 0 against and 0 abstention. This proposal still needs to be reported to the general meeting of shareholders of the company.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the performance report of the audit committee of the board of directors of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. in 2021 of the designated media.
Voting results: 5 in favor, 0 against and 0 abstention.
5、 Proposal on 2021 annual report and summary of the company
After deliberation, the board of Directors believes that the content and format of the company’s 2021 annual report and summary comply with the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and can comprehensively and truly reflect the company’s financial status and operating results in 2021. The contents of the company’s 2021 annual report and abstract are true, accurate and complete, and there are no false records, misleading statements or major omissions. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the 2021 annual report of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. and its abstract of the designated media.
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Proposal on the company’s 2021 annual financial statement report
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Proposal on profit distribution plan in 2021
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on the profit distribution plan of 2021 (Announcement No.: 2022019) issued by the designated media
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 Proposal on the estimated amount of daily connected transactions in 2022
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on the estimated daily connected transaction limit in 2022 (Announcement No.: 2022020) issued by the designated media.
Voting results: 4 in favor, 0 against and 0 abstention. Xu Shilong avoided the voting of related directors. 9、 Proposal on providing guarantee amount for subsidiaries within the consolidation scope in 2022
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on providing guarantee amount for subsidiaries within the consolidation scope in 2022 (Announcement No.: 2022021).
Voting results: 0 votes, 5 abstentions. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10、 Proposal on applying for and handling comprehensive credit line from financial institutions
It is agreed that the company will apply to financial institutions for a comprehensive credit line with a total amount of no more than 1 million yuan in 2022 for daily operation and investment activities related to the main business of the company and its subsidiaries according to the business needs and fund use plan, and the credit period shall not exceed 36 months.
The company and its subsidiaries will apply for and handle comprehensive credit lines from financial institutions according to the actual demand for working capital. The specific credit lines, varieties (including but not limited to the mixed use of working capital loans, bank acceptances, letters of credit, letters of guarantee and foreign currency loans, etc.) and duration shall be subject to the lines actually approved by banks and other financial institutions.
The general meeting of shareholders is requested to authorize the operation and management of the company to decide to apply for and handle the comprehensive credit line with financial institutions and sign relevant documents within the above credit line and period according to the actual operation needs of the company, and the financial department of the company will implement specific business operations. The above authorization shall be valid from the date when the proposal is considered and approved by the 2021 annual general meeting of shareholders to the date of the 2022 annual general meeting of shareholders.
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 Proposal on carrying out asset pool business
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on carrying out asset pool business (Announcement No.: 2022022) issued by the designated media.
Voting results: 5 in favor, 0 against and 0 abstention.
12、 Proposal on the estimated amount of foreign investment in 2022
It is agreed that the company’s total new foreign investment in 2022 is RMB 300 million, mainly equity investment and project investment related to daily operation and market development, including but not limited to investment in subsidiaries, establishment of subsidiaries, participation in the establishment of holding or participating subsidiaries, project investment, etc.
Among them, the investment in subsidiaries is RMB 200 million; The planned investment in establishing subsidiaries, participating in the establishment of holding or participating subsidiaries and project investment is RMB 100 million, totaling RMB 300 million.
In order to improve the efficiency of decision-making and management, the following authorization is given to the company’s operation and management within the total investment of the above amount: 1. Authorize the company’s operation and management to specifically implement the 2022 investment plan, review and sign relevant legal documents; 2. According to the market changes and the needs of the company’s business development, the investment proportion and amount among various investment categories can be appropriately adjusted within the total investment.
The validity period of the investment quota is 12 months from the date of deliberation and approval by the board of directors.
Voting results: 5 in favor, 0 against and 0 abstention.
13、 The specific contents of the proposal on the special report on the deposit and use of the company’s annual raised funds in 2021 are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) And the special report of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on the deposit and use of raised funds in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
14、 Proposal on Directors’ remuneration scheme in 2022
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement on the remuneration scheme of directors, supervisors and senior managers of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. in 2022 (Announcement No.: 2022023) issued by the designated media.
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
15、 Proposal on remuneration scheme for senior managers in 2022
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement on the remuneration scheme of directors, supervisors and senior managers of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. in 2022 (Announcement No.: 2022023) issued by the designated media.
Voting results: 5 in favor, 0 against and 0 abstention.
16、 Proposal on reappointment of audit institutions in 2022
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the announcement of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. on the renewal of the appointment of the audit institution in 2022 (Announcement No.: 2022024) of the designated media
Voting results: 5 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
17、 Proposal on the company’s report for the first quarter of 2022
After deliberation, the board of Directors believes that the content and format of the company’s report for the first quarter of 2022 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and can comprehensively and truly reflect the company’s financial situation and operating results in the first quarter of 2022. The contents of the report for the first quarter of 2022 are true, accurate and complete, and there are no false records, misleading statements or major omissions. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day And the first quarter report of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. in 2022 and its abstract of the designated media.
Voting results: 5 in favor, 0 against and 0 abstention.
18、 Proposal on convening the 2021 annual general meeting of shareholders of the company
Since the proposals in Items 1, 3, 5 to 7, 9 to 10, 14 and 16 above still need to be submitted to the general meeting of shareholders for deliberation, the board of directors agreed to propose to convene the 2021 annual general meeting of shareholders of the company. The date, time and place of the annual general meeting of shareholders are to be determined, and the notice of the general meeting of shareholders will be issued after it is determined by the board of directors according to the specific situation.
Voting results: 5 in favor, 0 against and 0 abstention.
It is hereby announced.
Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. board of directors April 30, 2022
