A-share securities code: China Railway Group Limited(601390) A-share securities abbreviation: China Railway Group Limited(601390) Announcement No.: 2022028
H-share securities code: 00390 H-share securities abbreviation: China Railway Group Limited(601390)
China Railway Group Limited(601390)
Notice on convening the 2021 annual general meeting of shareholders
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. Important content tips:
Date of shareholders’ meeting: June 22, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type and session of the general meeting of shareholders
2021 annual general meeting of shareholders (II) convener of general meeting of shareholders: Board of directors (III) voting method: the voting method adopted in this general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of on-site meeting
Date and time: 9:30, June 22, 2022
Venue: conference room, block a, China Railway Group Limited(601390) Plaza, No. 69, Fuxing Road, Haidian District, Beijing
（5） Start and end date of voting system.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from June 22, 2022
To June 22, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
（6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） Involving public solicitation of shareholders’ voting rights: no second, matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Name of voting shareholder sequence proposal type No. A-share shareholder
Non cumulative voting motion
1 proposal on the work report of the board of directors in 2021 √
2 proposal on the work report of the board of supervisors in 2021 √
3 proposal on report on work of independent directors in 2021 √
4 annual report and summary on A-Shares in 2021, annual report on H shares and 2021 √
Proposal for performance announcement
5 proposal on the financial statement report of 2021 √
6. On the formulation of China Railway Group Limited(601390) shareholder return from 2021 to 2023 √
Proposal for planning
7 proposal on profit distribution plan in 2021 √
8 proposal on employment of audit institutions in 2022 √
9 proposal on employment of internal control audit institutions in 2022 √
10 proposal on remuneration (remuneration, work subsidy) of directors and supervisors in 2021 √
11 on purchasing 2022 liability insurance for directors, supervisors and senior managers of the company √
Proposal on insurance
12 proposal on external guarantee amount from the second half of 2022 to the first half of 2023 √
13 proposal on Amending China Railway Group Limited(601390) independent director system √
14 proposal on issuing domestic and foreign bonds √
15 proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares √
16 proposal on increasing China Railway Group Limited(601390) registered capital √
17 proposal on Amending China Railway Group Limited(601390) articles of association √
18 proposal on Amending the rules of procedure of China Railway Group Limited(601390) shareholders’ meeting √
19 proposal on Amending China Railway Group Limited(601390) rules of procedure of the board of directors √
1. Time and media of disclosure of each proposal
Proposals 1, 3-5 and 7-11 have been deliberated and adopted at the 14th meeting of the 5th board of directors of the company. For details, please refer to China Railway Group Limited(601390) Co., Ltd. published on the website of Shanghai Stock Exchange and China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on March 31, 2022
Announcement on the resolutions of the 14th meeting of the 5th board of directors of the company.
The second proposal has been deliberated and adopted at the 9th meeting of the 5th board of supervisors of the company. For details, please refer to the announcement on the resolution of the 9th meeting of the 5th board of supervisors of China Railway Group Limited(601390) the company published on the website of Shanghai Stock Exchange and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on January 15, 2022.
The sixth proposal has been deliberated and adopted at the 12th meeting of the 5th board of directors of the company. For details, please refer to the announcement on the resolution of the 12th meeting of the 5th board of directors of China Railway Group Limited(601390) the company published on the website of Shanghai Stock Exchange and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on December 24, 2021.
Proposals 12-19 have been deliberated and adopted at the 15th meeting of the 5th board of directors of the company. For details, please refer to the announcement on the resolution of the 15th meeting of the 5th board of directors of China Railway Group Limited(601390) published on the website of Shanghai Stock Exchange and China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily on April 30, 2022. 2. Special resolution: 14, 15, 16, 17, 18, 193 Proposals on separate vote counting for small and medium-sized investors: 6, 7, 8, 9, 10, 11, 124 Proposals involving related shareholders’ avoidance of voting: None
Name of related shareholders who should avoid voting: none 5 Proposals involving the voting of preferred shareholders: No. III. voting precautions for the general meeting of shareholders (I) if the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations. （2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively. （3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means,
The result of the first vote shall prevail. （4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares China Railway Group Limited(601390) China Railway Group Limited(601390) 2022 / 6 / 15
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration methods shareholders or shareholders’ agents who intend to attend the shareholders’ meeting on site shall handle it in the following ways:
(I) attendance reply
Shareholders or shareholders’ agents who intend to attend the 2021 annual general meeting of shareholders are requested to fill in and sign the receipt of the general meeting of shareholders (see Annex 2), and deliver the receipt to the office of the board of directors of the company by hand, mail or fax before Tuesday, June 21, 2022, during office hours (9:00-11:30 a.m. and 1:30-5:30 p.m. on working days).
(II) attendance registration
1. Shareholders who intend to attend the 2021 annual general meeting of shareholders shall register their attendance at the office of the board of directors of the company or by letter or fax during office hours (9:00-11:30 a.m. and 1:30-5:30 p.m. on working days) on Tuesday, June 21, 2022. However, attendance registration shall not be a necessary condition for shareholders to participate in the general meeting of shareholders according to law.
2. If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their identity and stock account card; If an agent is entrusted to attend the meeting, the agent shall show his valid ID card, power of attorney, stock account card and the principal’s ID card.
3. The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall show the stock account card, the copy of the business license stamped with the official seal, his / her ID card and the valid certificate that can prove that he / she has the qualification of legal representative; If an agent is entrusted to attend the meeting, the agent shall present the agent’s ID card, a copy of the business license stamped with the official seal, the power of attorney issued by the legal representative, the certificate of the legal representative and the stock account card of the legal person shareholder.
4. The power of attorney of shareholders shall be placed at the office of the board of directors of the company at least 24 hours before the convening of the general meeting of shareholders. If the power of attorney is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to be signed shall be notarized. The notarized power of attorney or other authorization documents shall be kept at the office of the board of directors of the company together with the power of attorney. 6、 Other matters (I) meeting contact information 1 Contact address: block a, China Railway Group Limited(601390) Plaza, No. 69, Fuxing Road, Haidian District, Beijing (postcode: 100039) 2 Contact Department: China Railway Group Limited(601390) board office 3 Tel: 010518784134 Fax: 010518784175 mail box: [email protected]. (II) the board and lodging expenses and transportation expenses of shareholders attending the meeting shall be borne by themselves. It is hereby announced.
China Railway Group Limited(601390) board of directors may 23, 2022 Annex 1: power of attorney Annex 2: receipt and filing document of the general meeting of shareholders
Annex 1: power of attorney
China Railway Group Limited(601390)
Power of attorney for 2021 annual general meeting
China Railway Group Limited(601390) ：
I hereby entrust Mr. (Ms.) to attend the 2021 annual general meeting of shareholders of your company held on June 22, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. Proposal on the work report of the board of directors in 2021
Case
2 discussion on the work report of the board of supervisors in 2021
Case
3. Proposal on the report on the work of independent directors in 2021
Case
4 annual report and summary on A-Shares in 2021 and H shares
Annual report and 2021 annual performance announcement
5. Proposal on the financial statement report of 2021
Preparation of about 6016
Proposal on shareholder return plan from to 2023
7 proposal on profit distribution plan for 2021
8 proposal on employment of audit institutions in 2022
9 about employment 2
