A share code: 601390 a share abbreviation: China Railway Group Limited(601390) Announcement No.: pro 2022-004 H share code: 00390 H share abbreviation: China Railway Group Limited(601390)
China Railway Group Limited(601390)
Announcement on resolutions of the 13th meeting of the 5th 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、 Convening of board meeting
China Railway Group Limited(601390) (hereinafter referred to as “the company” or “the company”) the notice, proposal and other written materials of the 13th meeting of the Fifth Board of directors (the first interim meeting in 2022 (the first general meeting in 2022)] were delivered to all directors by hand and e-mail on January 12, 2022. The meeting was held on January 17, 2022 by combining on-site and video teleconference. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting (among them, executive director Wang Shiqi entrusted chairman Chen Yun to attend and exercise voting rights on his behalf due to other official duties). The meeting was presided over by Chairman Chen Yun, and some supervisors, senior managers and relevant personnel of the company attended the meeting as nonvoting delegates. The meeting shall be held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After effective voting, the meeting considered and adopted the following proposals:
(I) the proposal on China Railway Changjiang Transportation Design Group Co., Ltd. converting undistributed profits into paid in capital and increasing registered capital was reviewed and approved.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time was deliberated and adopted. The meeting agreed: 1 The company meets the restricted stock grant conditions set in the restricted stock incentive plan in 2021, namely:
(1) The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The company’s performance assessment meets the following conditions:
① The average growth rate of net profit from 2018 to 2020 shall not be less than 11.75%;
② The average return on net assets from 2018 to 2020 shall not be less than 9.86%;
③ The economic value added (EVA) assessment target of SASAC of the State Council will be completed in 2020. In principle, the above net profit growth rate and return on net assets shall not be lower than the 50th percentile of the benchmark enterprises in the same industry in the same period.
2. Grant 180 million A-share restricted shares of the company to 732 eligible incentive objects for the first time, with the grant price of 3.55 yuan / share, and the grant date is January 17, 2022. The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on 2021 annual performance appraisal and 2022 annual performance contract signing of China Railway Group Limited(601390) senior managers and other leaders was deliberated and adopted. Voting results: 7 in favor, 0 against and 0 abstention.
(IV) deliberated and adopted the proposal on the 2021 annual work report of the board of directors. Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
China Railway Group Limited(601390) board of directors January 18, 2022
