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中国铁建(601186) - 中国铁建关于下属公司提供反担保的公告
2025-05-30 09:16
证券代码:601186 证券简称:中国铁建 公告编号:临 2025—030 中国铁建股份有限公司 关于下属公司提供反担保的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承 担法律责任。 重要内容提示: 被担保人名称:山东黄金矿业股份有限公司(以下简称山东黄 金),与公司无关联关系。 本次反担保金额:公司下属中铁建国际投资有限公司(以下简 称铁建国投)拟为山东黄金提供反担保的金额为不超过 300 万美元。 在本次担保前,公司及铁建国投未对山东黄金提供担保。 对外担保逾期的累计金额:截至本公告日,公司无逾期对外担 保。 一、担保情况概述 2022 年 9 月 29 日,公司第五届董事会第九次会议审议通过了铁 建国投认购卡蒂诺纳米迪尼公司(CNML)及卡蒂诺资源加纳公司(CRGL) 15%股权参与加纳纳米迪尼金矿项目的议案,同意公司所属铁建国投 认购卡蒂诺纳米迪尼公司(CNML)及卡蒂诺资源加纳公司(CRGL)15% 股权,参与加纳纳米迪尼金矿项目,同意铁建国投按照 15%股比向银 行或山东黄金提供增信或反担保。铁建国投依照公司决议参与项目 ...
中国铁建重工集团股份有限公司关于变更公司注册地址、取消监事会并修订《公司章程》及部分治理制度的公告
Group 1 - The company has decided to change its registered address from "No. 88, East Seventh Line, Economic and Technological Development Zone, Changsha, Hunan" to "No. 88, East Seventh Road, Quangtang Street, Economic and Technological Development Zone, Changsha" [1] - The decision to cancel the supervisory board and amend the company's articles of association and related systems is aimed at improving corporate governance and promoting standardized operations [2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, and relevant rules regarding the supervisory board will be abolished [2] Group 2 - The company has revised its articles of association in accordance with the Company Law, the Guidelines for Articles of Association of Listed Companies, and the Shanghai Stock Exchange's rules for the Sci-Tech Innovation Board [3]
中国铁建重工集团股份有限公司
Core Points - The company has revised its articles of association, which will take effect after approval at the shareholders' meeting [1][2] - The revised governance systems have been approved by the board and will also require shareholder approval [2] Meeting Details - The annual shareholders' meeting is scheduled for June 19, 2025, at 9:30 AM [5][6] - The meeting will be held at the company's headquarters in Changsha, Hunan Province [6] - Voting will be conducted through a combination of on-site and online methods [5][10] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system during specified time slots on the day of the meeting [7][10] - Specific procedures are outlined for different types of shareholders, including those involved in margin trading and cross-border investments [8] Agenda Items - The meeting will review multiple proposals, with some requiring special resolutions and others needing separate votes for minority shareholders [9][10] - Certain proposals involve related party transactions, necessitating abstention from voting by specific shareholders [10] Registration Information - Shareholders must register to attend the meeting, with specific documentation required for different types of attendees [12][15] - Registration will be open on June 17, 2025, with designated times for natural and legal persons [16] Contact Information - For inquiries regarding the meeting, shareholders can contact the company at the provided address and phone number [17][18]
中国铁建: 中国铁建2024年年度股东大会会议资料
Zheng Quan Zhi Xing· 2025-05-29 11:07
Core Viewpoint - China Railway Construction Corporation (CRCC) is focusing on high-quality development and strategic innovation, achieving significant growth in new contracts and operational efficiency while enhancing corporate governance and financial performance [1][2][3]. Group 1: Company Operations and Financial Performance - In 2024, CRCC signed new contracts totaling 30,369.678 billion yuan, marking the third consecutive year of exceeding 30 trillion yuan in new contracts, with overseas contracts reaching 3,119.779 billion yuan, a year-on-year increase of 23.39% [1][2]. - The company implemented comprehensive refined management to enhance project management, resulting in stable production operations and improved efficiency [1][2]. - The operating income for 2024 is projected at 1,072.5 billion yuan, with a target for new contracts set at 30,600 billion yuan [9]. Group 2: Cost Management and Profitability - CRCC achieved a cost reduction in sales and management expenses by 6.51% and 4.85% respectively, while maintaining a sales collection rate exceeding 100% [2][3]. - The net profit for 2024 is expected to be 270.78 billion yuan, a decrease of 16.24% compared to the previous year [16]. Group 3: Strategic Initiatives and Innovations - The company is advancing its "1256" strategic framework, focusing on becoming a world-class modern enterprise and developing strategic emerging industries [5][6]. - CRCC has established several technology research institutes and achieved significant results in technological innovation, including the successful development of key technologies and numerous patents [5][6]. Group 4: Corporate Governance and Compliance - CRCC has enhanced its corporate governance structure, ensuring compliance with legal and regulatory requirements, and has been recognized for its effective information disclosure practices [7][8]. - The company has established a comprehensive performance evaluation system and reformed its compensation structure to align with contributions [3][6]. Group 5: Future Outlook and Goals - For 2025, CRCC aims to maintain stable operational scale while ensuring growth in strategic emerging industries and overseas operations [9]. - The company plans to continue optimizing its operational layout and structure to promote high-quality development [9].
中国铁建: 中国铁建关于召开2024年年度股东大会的通知
Zheng Quan Zhi Xing· 2025-05-29 09:45
Group 1 - The annual general meeting of China Railway Construction Corporation Limited is scheduled for June 20, 2025, at 9:00 AM in Beijing [1][2] - The voting will be conducted through a combination of on-site and online voting systems provided by the Shanghai Stock Exchange [2][3] - Shareholders must register for attendance by June 18, 2025, and can delegate their voting rights to a proxy if necessary [5][6] Group 2 - The meeting will discuss non-cumulative voting proposals, including the cancellation of the supervisory board [2][4] - Shareholders can vote via the Shanghai Stock Exchange's online voting platform, with specific voting times outlined [3][4] - The company will provide reminder services to ensure that minority investors are informed and can participate in the voting process [3]
铁建重工: 《中国铁建重工集团股份有限公司独立董事专门会议工作制度》(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-29 09:35
Core Points - The document outlines the independent director special meeting system of China Railway Construction Heavy Industry Group Co., Ltd. to enhance corporate governance and promote high-quality development [1][2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [2][3] - The company is required to hold independent director special meetings as needed, which are exclusively attended by independent directors [2][3] - A lead independent director is to be elected by a majority of independent directors after a board reshuffle to convene and preside over the special meetings [2][3] Group 2 - Special meetings can be held in person, via video conference, or by phone, and must have a quorum of more than half of the independent directors present [3][4] - Decisions made in special meetings require a majority vote from all independent directors [3][4] - Certain matters, such as related party transactions and changes to commitments, must be approved in special meetings before being submitted to the board [4][5] Group 3 - Independent directors must seek approval from special meetings before exercising specific powers, such as hiring external consultants or proposing shareholder meetings [5][6] - Meeting records must be kept, detailing the opinions of independent directors, and these records should be signed and confirmed by the directors [5][6] - The company is responsible for ensuring the necessary conditions for the meetings and providing relevant materials for discussion [5][6]
铁建重工: 《中国铁建重工集团股份有限公司董事会议事规则》修订条文对照表
Zheng Quan Zhi Xing· 2025-05-29 09:35
Core Points - The article discusses the amendments to the Board of Directors' meeting rules of China Railway Construction Heavy Industry Group Co., Ltd, focusing on the changes in the authority and responsibilities of the board [2][3][4]. Summary by Sections Board Authority - The board is authorized to convene shareholder meetings and report to them, execute resolutions, decide on business plans and investment proposals, and formulate annual financial budgets and profit distribution plans [2][3]. - The amendments clarify that the board must act within the scope of authority granted by the shareholders' meeting [2][3]. Meeting Procedures - The board is required to hold at least four regular meetings annually, with notifications sent to all directors at least ten days in advance [4][5]. - In urgent situations, the board can convene temporary meetings with shorter notice periods, including notifications via phone or other verbal means [8][9]. Decision-Making and Voting - Decisions on significant issues must be made after consulting the company's party committee [3]. - The board's resolutions require a two-thirds majority for certain critical matters, while other decisions can be made with a simple majority [10][11]. Board Secretary Role - The board secretary is responsible for managing information disclosure, ensuring compliance with regulations, and facilitating communication with investors [16][17]. - The secretary must be appointed by the board and can be dismissed only for valid reasons, with the requirement to report to the Shanghai Stock Exchange upon dismissal [18]
中国铁建(601186) - 中国铁建关于召开2024年年度股东大会的通知
2025-05-29 09:30
证券代码:601186 证券简称:中国铁建 公告编号:2025-029 中国铁建股份有限公司 关于召开2024年年度股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示: 一、 召开会议的基本情况 (一)股东大会类型和届次 2024年年度股东大会 (四)现场会议召开的日期、时间和地点 召开的日期时间:2025 年 6 月 20 日 9 点 00 分 召开地点:北京市海淀区复兴路 40 号中国铁建大厦 股东大会召开日期:2025年6月20日 本次股东大会采用的网络投票系统:上海证券交易所股东大会网络投票 系统 (二)股东大会召集人:董事会 (三)投票方式:本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (五)网络投票的系统、起止日期和投票时间。 网络投票系统:上海证券交易所股东大会网络投票系统 网络投票起止时间:自2025 年 6 月 20 日 至2025 年 6 月 20 日 采用上海证券交易所网络投票系统,通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段,即 9:15-9 ...
铁建重工: 中国铁建重工集团股份有限公司关于召开2024年年度股东大会的通知
Zheng Quan Zhi Xing· 2025-05-29 09:26
Meeting Information - The annual general meeting of shareholders is scheduled for June 19, 2025 [1] - The meeting will be held at the conference room on the fourth floor of the Iron Construction Group building in Changsha, Hunan Province [1][4] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's voting system [1][2] Voting Procedures - The online voting period is from June 19, 2025, with specific time slots for trading system voting and internet platform voting [1][2] - Shareholders must complete identity verification to vote on the internet platform [3] - Duplicate voting through different methods will be counted based on the first vote cast [4] Agenda Items - The meeting will review several non-cumulative voting proposals, including: - Confirmation of actual related party transactions for 2024 and estimated transactions for 2025 [2] - Changes to certain fundraising investment projects [2] - Amendments to the company's articles of association, including the cancellation of the supervisory board [2][3] - Revisions to the rules governing shareholder meetings and board meetings [3] - Updates to the management systems for related party transactions and fundraising [3] Attendance Requirements - Shareholders registered by the close of trading on June 13, 2025, are eligible to attend the meeting [4] - Proxy representation is allowed, and the proxy does not need to be a shareholder [4][5] - Registration for attendance must be completed by June 17, 2025 [5] Contact Information - Contact person for the meeting is Mr. Li, located at the Iron Construction Group building in Changsha [6] - Additional contact details include phone and fax numbers for inquiries [7]