Securities code: Shanxi Road&Bridge Co.Ltd(000755) securities abbreviation: Shanxi Road&Bridge Co.Ltd(000755) Announcement No.: 202218 Shanxi Road&Bridge Co.Ltd(000755)
Announcement of resolutions of the first meeting of the eighth 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
Shanxi Road&Bridge Co.Ltd(000755) (hereinafter referred to as "the company") issued a notice on convening the first meeting of the eighth board of directors in writing, telephone and e-mail on May 11, 2022. The meeting was held in the conference room on the 12th floor of Huanneng technology building, Gaoxin street, Taiyuan high tech Zone on the afternoon of May 18, 2022 by on-site and video communication. The meeting was presided over by Mr. Wu Yi, the director of the company. There were 10 directors who should attend the meeting and 10 actually attended the meeting. The members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting procedures comply with the provisions of the company law and other relevant laws, administrative regulations, departmental rules and the articles of association.
2、 Deliberation on the proposal of the board of directors
The meeting carefully deliberated on relevant major issues of the company and made the following resolutions:
(I) the proposal on electing the chairman and vice chairman of the company was deliberated and passed, and it was agreed to elect Mr. Wuyi as the chairman of the company and Mr. Li Wujun and Mr. Zhou Shijun as the vice chairmen of the company. The term of office is the same as that of the eighth board of directors of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
(II) the proposal on the election of members of the special committees of the eighth board of directors was considered and adopted, and the election of members of the special committees of the board of directors was agreed as follows:
Members of the strategy committee: Mr. Wu Yi, Mr. Li Wujun, Mr. Meng Jie, Ms. an Yanchen (independent director) and Mr. Huang Guoliang (independent director). Mr. Wu Yi serves as the chairman. Members of the nomination committee: Mr. Yao Xiaomin (independent director), Mr. Wu Yi, Mr. Li Wujun, Mr. Xiao Yong (independent director) and Ms. an Yanchen (independent director). Mr. Yao Xiaomin serves as the chairman.
Members of the Audit Committee: Mr. Xiao Yong (independent director), Mr. Zhou Shijun, Mr. Yao Xiaomin (independent director), Mr. Huang Guoliang (independent director) and Mr. LV Jingwei. Mr. Xiao Yong serves as the chairman.
Members of the remuneration and assessment committee: Ms. an Yanchen (independent director), Mr. Xiao Yong (independent director), Mr. Yao Xiaomin (independent director), Mr. Guo Conglin and Mr. LV Jingwei. Ms. an Yanchen serves as the chairman.
The term of office of each special committee of the board of directors is the same as that of the eighth board of directors, and its responsibilities, authorities and rules of procedure shall be implemented in accordance with the implementation rules of each special committee.
Voting results: 10 in favor, 0 against and 0 abstention.
(III) the proposal on the appointment of the general manager of the company was deliberated and passed, and it was agreed to appoint Mr. Li Wujun as the general manager of the company. The term of office is the same as that of the eighth board of directors of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
(IV) the proposal on the appointment of senior managers of the company was deliberated and passed, and it was agreed to appoint Mr. Mu Xiaofeng, Mr. Shang Haibo and Mr. Yang Wenbin as the deputy general manager of the company and Ms. Liu Yihong as the financial director of the company. The term of office is the same as that of the eighth board of directors of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
(V) the proposal on the appointment of the Secretary of the board of directors of the company was deliberated and passed, and it was agreed to appoint Ms. Wang Yu as the Secretary of the board of directors of the company. The term of office is the same as that of the eighth board of directors of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
Since Ms. Wang Yu has not obtained the qualification certificate of the Secretary of the board of directors, she has signed up for the latest training of the Secretary of the board of directors of Shenzhen Stock Exchange. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the board of directors of the company appoints Mr. Wu Yi, the chairman of the board of directors, to act as the Secretary of the board of directors. After Ms. Wang Yu obtains the qualification certificate of the Secretary of the board of directors, she will officially perform the duties of the Secretary of the board of directors.
Mr. Wu Yi, chairman of the company, acts as the Secretary of the board of directors. During his duties, the contact information is as follows: Address: 12 / F, Huanneng technology building, Gaoxin street, high tech Zone, Taiyuan
Tel: 03517773587
Fax: 03517773591
Email: sxlq Shanxi Road&Bridge Co.Ltd(000755) 163.com.
(VI) the proposal on profit distribution of wholly-owned subsidiaries to the parent company was reviewed and approved, and the wholly-owned subsidiaries of the company were approved to distribute profits to the parent company.
The company's wholly-owned subsidiaries Shanxi Road&Bridge Co.Ltd(000755) group Yuhe Expressway Co., Ltd. (hereinafter referred to as "Yuhe Expressway Company") and Shanxi Pingyu Expressway Co., Ltd. (hereinafter referred to as "Pingyu Expressway Company") intend to distribute profits to the company with the accumulated undistributed profits up to the end of December 2021, as follows:
By the end of December 2021, the profit available for shareholders of Yuhe expressway company was 32577876846 yuan, and the amount to be distributed was 32577876846 yuan; By the end of December 2021, Pingyu expressway company had 11410141306 yuan of profit available for distribution to shareholders, and the amount to be distributed was 11410141306 yuan; The total distributed profit is 4398018152 yuan.
Yuhe Expressway Company and Pingyu Expressway Company are wholly-owned subsidiaries included in the consolidated statements of the company. The above profit distribution matters will increase the net profit of the parent company of the listed company in 2022, but will not have an impact on the net profit of the company in 2022.
Voting results: 10 in favor, 0 against and 0 abstention.
(VII) the proposal on formulating the implementation plan for the implementation of the functions and powers of the board of directors and the compliance management measures (for Trial Implementation) was deliberated and adopted
Voting results: 10 in favor, 0 against and 0 abstention.
(VIII) the proposal on Amending the measures for the administration of information disclosure and the measures for the administration of the registration of insiders was deliberated and adopted
Voting results: 10 in favor, 0 against and 0 abstention.
For details, please refer to the measures for the administration of information disclosure and the measures for the administration of the registration of insiders disclosed by the company on cninfo.com on the same day.
3、 Documents for future reference
1. Resolutions of the first meeting of the eighth board of directors of the company;
2. Independent opinions of independent directors on matters related to the first meeting of the eighth board of directors. It is hereby announced
Shanxi Road&Bridge Co.Ltd(000755) board of directors
May 18, 2022
