Securities code: 002051 securities abbreviation: China Camc Engineering Co.Ltd(002051) Announcement No.: 2022-003 China Camc Engineering Co.Ltd(002051)
Announcement on resolutions of the 17th meeting of the 7th 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.
The notice of the 17th meeting of the seventh board of directors of China Camc Engineering Co.Ltd(002051) (hereinafter referred to as “the company”) was sent by hand and e-mail on January 14, 2022. The meeting was held at 15:30 p.m. on January 18, 2022 in the multi-function hall on the 10th floor of the company by means of on-site and communication. Seven directors should participate in the voting and seven actually participate in the voting. Among them, chairman Wang Bo attended the meeting by means of communication, directors Zhang Fusheng and Zhang Geling, and independent directors Li Guoqiang, Li Xuhong and Xin Xiuming attended the meeting by video, The directors attending the meeting accounted for 100% of the total number of directors, and three supervisors and senior managers attended the meeting as nonvoting delegates, which was in line with the provisions of the company law of the people’s Republic of China and the articles of association. Mr. Wang Bo, chairman of the company, was unable to attend and preside over the meeting due to personal reasons. More than half of the directors of the board of directors of the company decided to recommend Mr. Li Haixin, director and general manager of the company, to preside over the meeting. The meeting considered the following resolutions by a combination of show of hands and open ballot: 1. The meeting considered and adopted the proposal on the by election of members of the special committee of the board of directors with 7 affirmative votes, 0 negative votes and 0 abstention votes, accounting for 100% of the total number of voting directors of the board of directors. By election Mr. Xin Xiuming as chairman of the nomination committee of the board of directors, member of the strategy committee of the board of directors and member of the audit committee of the board of directors.
2. The meeting deliberated and adopted the proposal on the company’s daily connected transactions in 2022. (1) Directors Wang Bo, Li Haixin and Zhang Geling, who are affiliated directors because they work in the subsidiary of the counterparty China Machinery Industry Group Co., Ltd., avoided voting. The meeting agreed to the daily connected transactions between the company and the affiliated parties directly or indirectly controlled by the controlling shareholder China Machinery Industry Group Co., Ltd. with 4 votes in favor, 0 against and 0 abstention.
(2) Li Haixin, the director, was a related director of the counterparty Zhongbai Industrial Park Development Co., Ltd., so he avoided voting. The meeting agreed to the daily related party transactions between the company and Zhongbai Industrial Park Development Co., Ltd. with 6 votes in favor, 0 against and 0 abstention.
For details, please refer to China Securities Journal, securities times and cninfo.com on the same day（ http://www.cn.info. com. cn.） Announcement No. 2022-004 published.
The independent directors of the company signed prior approval opinions and expressed independent opinions before the deliberation of the proposal by the board of directors.
3. The China Camc Engineering Co.Ltd(002051) authorization management system of the board of directors was reviewed and adopted by 7 votes in favor, 0 against and 0 abstention. See http://www.cninfo.com.cn for the full text of China Camc Engineering Co.Ltd(002051) authorization management system of the board of directors（ http://www.cn.info.com.cn. ）。
4. The meeting deliberated and adopted the proposal on China Camc Engineering Co.Ltd(002051) institutional adjustment with 7 affirmative votes, 0 negative votes and 0 abstention. According to the needs of the company’s “14th five year plan” strategic development, in order to strengthen the core capacity building of the company’s functional departments and improve their ability to perform their duties, it is agreed to rename the board office to the Board Office (deepening reform office), the strategic development department to the investment and operation management department, the comprehensive department to the comprehensive management department (Party Committee Office), and the legal department to the legal compliance department, The audit department was renamed audit risk control department, and the responsibilities of the above departments were adjusted accordingly.
Annex: resume of members of special committees of the board of directors
It is hereby announced.
China Camc Engineering Co.Ltd(002051) board of directors January 19, 2022
enclosure:
Resume of members of special committees of the board of directors
Mr. Xin Xiuming: 59 years old, master of law, senior engineer. He used to be a senior engineer of Hebei Fisheries Research Institute and a lawyer of Zhongzi law firm. He has successively served as deputy director of the general department, director of the engineering department, president assistant, director and Secretary General of the Engineering Department of China Chamber of foreign contracting engineering. He is now the vice president of China Chamber of foreign contracting engineering and an independent director of the company. One belt, one road, has been entrusted with the research of international project financing, risk prevention and control, PPP mode and so on. It has organized a series of series of “financial tax accounting policy guide series” and sub contract demonstration texts, and organized the annual development report and country market report of the contracting projects abroad.
Mr. Xin Xiuming has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Not holding China Camc Engineering Co.Ltd(002051) shares; There are no circumstances stipulated in the company law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the China Camc Engineering Co.Ltd(002051) articles of association that are not allowed to serve as directors, supervisors and senior managers of listed companies; Have not been punished by the CSRC and other relevant departments or the stock exchange; It does not belong to the “dishonest executee” published by the Supreme People’s court.
