Announcement of the resolution of the 19th meeting of the Fourth Board of directors of Longjian road and Bridge Co., Ltd. and the notice of holding the 2003 annual general meeting
announcement of the resolution of the 19th meeting of the Fourth Board of directors of Longjian road and Bridge Co., Ltd. and the notice of holding the 2003 annual general meeting
China Construction machinery information
Guide: for the lighting system, all members of the company and the board of directors guarantee the authenticity, accuracy and integrity of the announcement, Be jointly and severally liable for false records, misleading statements or major omissions in the announcement. The 19th meeting of the Fourth Board of directors of Longjian road and Bridge Co., Ltd. was held in conference room 207 of the company on March 17, 2004. The meeting
the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement
the 19th meeting of the Fourth Board of directors of Longjian road and Bridge Co., Ltd. was held in conference room 207 of the company on March 17, 2004. There were 12 directors who should be present at the meeting, and 10 directors and their proxies. Mr. Liu Xiaodong and Mr. Lin Zhonghua, the directors, were away on business and did not participate in the meeting. Mr. Wang Fusheng, the independent director, was away on business and entrusted Mr. Li Yijun, the independent director, to exercise voting rights on behalf of him. Five supervisors and their proxies attended the meeting as nonvoting delegates, Comply with the provisions of the company law and the articles of association. The meeting was presided over by the chairman Mr. Lei Wenfeng, and the director Mr. Xu Ming voted against the proposals I, II, III and VI. the following proposals were considered and passed at the meeting, and a resolution was formed:
I. The 2003 annual work report of the board of directors of the company was reviewed and passed
II. The 2003 General Manager's work report of the company was reviewed and approved
III. The 2003 annual report and summary of the company was reviewed and approved
IV. the company's 2003 annual financial statements report was reviewed and approved
v. the company's profit distribution plan for 2003 was reviewed and approved
the net profit of the company in 2003 was 63174134.44 yuan, and the profit available for distribution after making up the accumulated loss of 49424754.95 yuan in previous years was 13749379 projector of impact test auxiliary machine 49 yuan. In accordance with the provisions of the articles of association, 10% of the statutory reserve fund of 1374937.95 yuan and the latest 10% of the statutory public welfare fund of 1374937.95 yuan are withdrawn; Heilongjiang Yiha Highway Engineering Co., Ltd. withdrew 28498.13 yuan of employee reward and welfare fund of 9% of after tax profit in 2001, 31664.58 yuan of reserve fund of 10%, and 10939340.88 yuan of profit available for distribution to shareholders. The company plans to distribute cash of 0.05 yuan (including tax) to all shareholders for every 10 shares based on the total capital stock of 532.4 million shares at the end of 2003. The capital reserve will not be converted into capital stock this time
VI. the proposal on the company's 2004 financial budget was reviewed and passed
VII. The proposal on Amending several articles of the articles of association was reviewed and passed
the relevant provisions of the company's external guarantee are listed as a separate paragraph (paragraph 4) in Article 141 of the articles of association, Paragraph (4) of Article 141 of the articles of association after supplement is as follows:
"The company's external guarantee shall comply with the following provisions:
1. The company shall not provide guarantee for the controlling shareholders and other related parties with less than 50% of the company's shares, any unincorporated units or individuals.
2. The total amount of the company's external guarantee shall not exceed 50% of the net assets in the consolidated accounting statements of the latest accounting year.
3. If the single amount of the company's external guarantee does not exceed 200 million yuan, it shall be signed and agreed by more than 2/3 of all members of the board of directors, If the single amount exceeds 200 million yuan, it shall be approved by the general meeting of shareholders
4. The bank credit standard of the guaranteed object is above "a"
5. No debt guarantee shall be provided directly or indirectly for the guaranteed object whose asset liability ratio exceeds 70%
6. The company's external guarantee must require the provision of counter guarantee, and the provider of counter guarantee should have actual bearing capacity
7. The company shall conscientiously perform the obligation of information disclosure of external guarantees
8. All external guarantees of the company must be truthfully provided to certified public accountants as required
9. The independent directors of the company should make a special description of the company's cumulative and current external guarantees and the implementation of the above provisions in the annual report, and give independent opinions. VIII. The proposal on the resignation of some directors of the company was reviewed and passed
agree that Mr. Liu Xiaodong and Mr. Lin Zhonghua, the directors of the company, resign as directors of the company due to job changes
IX. the proposal on adding some directors and independent directors of the company was reviewed and passed
nominate Mr. Zhao Mingyuan and Mr. Sun Jiuhong as candidates for the Fourth Board of directors of the company, whose term of office expires at the expiration of this board of directors
Mr. Yu Yisheng is proposed to be employed by the current board of directors as a candidate for independent directors of the company, and his term of office expires at the expiration of the current board of directors
the resumes of director candidates Mr. Zhao Mingyuan, Mr. Sun Jiuhong, independent director candidate Mr. Yu Yisheng, the statement of independent director nominee, and the statement of independent director Mr. Yu Yisheng are detailed in (Annex II),
X. the proposal on the renewal of the company's accounting firm was reviewed and passed
agree to renew the appointment of Deloitte Touche Tohmatsu Co., Ltd. as the company's 2004 audit institution for a period of one year
Xi. The proposal on the payment of remuneration to Deloitte Touche Tohmatsu Co., Ltd.
agreed to pay the audit fee of rmb700000 to Deloitte Touche Tohmatsu Co., Ltd. in 2003
XII. The 2003 annual salary distribution plan for senior executives of the company was reviewed and approved
the above proposals 1, 4, 5, 6, 7, 8, 9, 10 and 11 must be submitted to the 2004 annual general meeting of shareholders of the company for deliberation and approval before taking effect
XIII. The proposal on convening the 2003 annual general meeting of shareholders of the company was reviewed and passed
the company is scheduled to hold the 2003 annual general meeting of shareholders on April 20, 2004. The specific matters are as follows:
1. The meeting time is 9:00 a.m. on April 20, 2004
2. The meeting place: the meeting room on the 8th floor of the Third Engineering Department of the company, No. 109 Songshan Road, Nangang District, Harbin City, Heilongjiang Province
3. The meeting topic is
(1) review the 2003 annual work report of the board of directors of the company
(2) review the work report of the board of supervisors of the company in 2003
(3) review the 2003 annual financial statements of the company
(4) review the 2003 profit distribution plan of the company
(5) review the 2004 financial budget plan of the company
(6) review the proposal on Amending several articles of the articles of Association
(7) review the proposal on the resignation of some directors of the company
(8) review the proposal on adding some directors and independent directors of the company
(9) review the proposal on the resignation of Mr. Bao Weiyi, the supervisor of the company
(10) review the proposal on adding Mr. liulonghe as the supervisor of the company
(11) review the proposal on the renewal of the company's accounting firm
(12) review the proposal on payment of remuneration to Deloitte Touche Tohmatsu certified public accountants Co., Ltd.
4. Participants
(1) at the end of the company's stock trading at 3:00 p.m. on April 9, 2004, all shareholders of the company registered in China Securities Depository and Clearing Corporation Limited Shanghai branch have the right to attend the meeting. A shareholder may entrust a proxy to attend the meeting and vote, and the proxy may not be a shareholder of the company
(2) directors, supervisors and senior managers of the company
(3) witness lawyer of the general meeting of shareholders of the company
5. Registration method of the meeting
(1) registration procedures: shareholders attending the meeting should hold their own ID cards, shareholder account cards, and shareholding certificates issued by securities firms. Entrusted agents should hold their own ID cards, power of attorney (see Annex I for the format), the principal's shareholder account cards, and shareholding certificates and ID cards issued by securities firms; Legal person shareholders shall go through the registration procedures with a copy of their business license, valid certificates that can prove their qualification as legal representatives, power of attorney of legal representatives, shareholding certificates issued by securities firms, and ID cards of attendees. Non local shareholders can fill in the equity registration form (see Annex I for the format) and register by fax or letter. The fax is based on the time of arrival in Harbin, and the letter is based on the postmark of the place of arrival
(2) registration place: Securities Department of Longjian road and Bridge Co., Ltd., No. Songshan Road, Harbin, Heilongjiang Province
:
Fax:
postal code: 150009
contact person: Wang Zhengyu, Li Xueqiang
(3) registration time: from 8:00 a.m. to 16:00 p.m. from April 14 to April 15, 2004. Registration by fax or letter is valid before April 16
(4) the duration of the meeting is half a day, and the shareholders and principals participating in the meeting shall pay their own accommodation and transportation expenses
it is hereby announced
the board of directors of Longjian road and Bridge Co., Ltd.
March 18, 2004
Annex I
power of attorney
hereby authorizes Mr. (Ms.) to attend the 2003 annual general meeting of shareholders of Longjian road and Bridge Co., Ltd. on behalf of me (the company) and exercise voting rights on behalf of me
signature of the trustor: name of the trustee:
ID number of the trustor: ID number of the trustee:
number of shares held by the trustor:
shareholder account of the trustor:
date of issuance of the power of attorney: mm/DD/yy
term of validity of the power of attorney: mm/DD/yy to mm/DD/yy
signature of the trustor (legal person shareholders affix the seal of the legal entity) :
equity registration form of Longjian road and Bridge Co., Ltd.
I hereby register to participate in the 2003 annual general meeting of shareholders of Longjian road and Bridge Co., Ltd
Name: Contact:
shareholder account number: ID card number:
number of shares held (as of April 9, 2004):
registration time: mm/DD/yy
Annex II
resume of director candidate
Mr. Zhao Mingyuan, male, Han nationality, born on November 7, 1952, now 52 years old, member of the Communist Party of China, graduated from Dalian Management Cadre College in May 1983, majoring in enterprise management
Mr. Zhao Mingyuan has successively served as a worker and Party branch secretary in the hydraulic repair workshop of Dalian steel plant since he joined the work in December 1969; Secretary of the general Party branch and Secretary of the Youth League Committee of Dalian Steel Plant; Secretary of the Party branch of the foundry workshop of Dalian steel works; Director of the supply department and Secretary of the Party branch of Dalian Steel Plant; Deputy chief accountant of Dalian steel works; Deputy director and director of Dalian Steel Plant; Chairman, general manager and Deputy Secretary of the Party committee of Dalian Iron and Steel Group; Chairman and general manager of Dalian Jinniu Co., Ltd; Chairman and general manager of Fushun Special Steel Group; Chairman of Fushun Special Steel Co., Ltd; From December 2002 to now, he has served as chairman, general manager and Deputy Secretary of the Party committee of Liaoning special steel group, chairman of Dalian Jinniu Co., Ltd., chairman of Fuzhou iron and Steel Co., Ltd., chairman and general manager of Fuzhou iron and steel group. He has also served as the chairman of Beiman Special Steel Group Co., Ltd. since October 26, 2003
Mr. sunjiuhong, male, Han nationality, born on September 16th, 1966, is 38 years old. He is a senior engineer and a member of the Communist Party of China. He graduated from Northeast University in 1988 and is a master's student
Mr. sunjiuhong has served as the technical specialist of the technical group of the first refining branch of Fuzhou iron and Steel Group since he joined the work in July 1988; Process specialist of the process group of the science and Technology Department of Fuzhou iron and Steel Group; Deputy director and director of Technology Department of Fuzhou iron and Steel Group; Deputy chief engineer and technical director of Technology Department of Fuzhou iron and Steel Group; Deputy chief engineer and director of the technical center of Fuzhou iron and Steel Co., Ltd; Deputy chief engineer of Fuzhou iron and steel general engineering office; From November 2002 to now, he has served as the deputy general manager of Fushun Special Steel Co., Ltd. He has also served as the deputy general manager of Beiman Special Steel Group Co., Ltd. since October 26, 2003
resume of independent director candidate
Mr. Yu Yisheng, male, Han nationality, born on May 23, 1952, is 52 years old, teaching
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