Securities code: 688285 securities abbreviation: China Railway High-Speed Electrification Equipment Corporation Limited(688285) Announcement No.: 2022-008 China Railway High-Speed Electrification Equipment Corporation Limited(688285)
Announcement of resolutions of the 7th Meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. 1、 Meetings of the board of supervisors
China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as “the company”) held the seventh meeting of the second board of supervisors on December 30, 2021 in the form of on-site combined communication. The company sent the notice of convening the meeting of the board of supervisors by mail on December 27, 2021. The board of supervisors was presided over by Mr. He Yi, chairman of the board of supervisors. There were 3 supervisors and 3 actual supervisors. The meeting was held in accordance with relevant laws, administrative regulations, rules, normative documents, the articles of association and the rules of procedure of the board of supervisors, and the resolutions formed at the meeting were legal and effective. 2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the estimation of daily connected transaction quota in 2022 was deliberated and adopted
The board of supervisors believes that the daily connected transactions between the company and related parties in 2022 are based on the principles of fairness and voluntariness, and there is no violation of laws and regulations, the articles of association and relevant systems; It is expected that the pricing of daily connected transactions is reasonable and fair, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders; These related party transactions belong to the normal business of the company, are conducive to the business development of the company, are in line with the interests of the company and all shareholders, will not have a significant adverse impact on the financial status and operating results of the company, and the main business of the company will not form a significant dependence on related parties due to such transactions. The supervisors present at the meeting unanimously agreed and passed the proposal.
The estimated amount of this daily connected transaction needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders will avoid voting. For details, see the company’s disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) Announcement on the forecast of daily connected transaction quota in 2022. Voting results: 3 in favor, 0 against and 0 abstention.
2. The proposal on using raised funds to replace pre invested raised investment projects and self raised funds with paid issuance expenses was deliberated and adopted
The board of supervisors believes that the replacement time of the raised funds is less than 6 months from the arrival time of the raised funds, It complies with the relevant provisions of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. The company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance and paid the issuance fee does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, the board of supervisors agreed that the company would use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses.
Voting results: 3 in favor, 0 against and 0 abstention.
3. The proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects was deliberated and adopted
The board of supervisors believes that the loan provided to the holding subsidiary is carried out for the construction of the raised investment project, which is conducive to the smooth implementation of the raised investment project. After the completion of the loan, baodeli’s capital strength and operating ability will be further improved, which is conducive to the company’s business development and long-term planning, and in line with the interests of the company and all shareholders, Baodeli has opened a special account for raised funds and signed a tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds. The company has control over its production, operation and management activities during the period of providing loans to the holding subsidiary, the financial risk is very small and within the controllable range, and the possibility of bad debts caused by loans is very small. It is agreed that the company will use part of the raised funds to provide loans to the holding subsidiary to implement the raised investment project.
In conclusion, the board of supervisors agreed that the company would use part of the raised funds to provide loans to its holding subsidiaries to implement the raised investment projects.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) Announcement on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects.
Voting results: 3 in favor, 0 against and 0 abstention.
4. The proposal on using part of the temporarily idle raised funds for cash management was deliberated and adopted
The board of supervisors believes that the company uses some temporarily idle raised funds for cash management, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s management system for raised funds, It will not affect the company’s daily capital turnover needs and the normal operation of raised investment projects, nor will it affect the normal development of the company’s main business, nor will it change the investment direction of raised funds in a disguised manner and damage the interests of the company and shareholders. It is agreed that the company will use the temporarily idle raised funds with a maximum amount of no more than RMB 470 million (including this amount) for cash management.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) Announcement on the use of some temporarily idle raised funds for cash management.
Voting results: 3 in favor, 0 against and 0 abstention.
5. The proposal on purchasing liability insurance for the company and the directors, supervisors and senior managers was deliberated and adopted
The board of supervisors believes that this measure can help improve the company’s risk management system, promote the company’s directors, supervisors and senior managers to fully exercise their rights and perform their duties, and protect the rights and interests of the company and investors. The deliberation procedure of the matter is legal and compliant, and there is no damage to the interests of the company and all shareholders. It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com.. CN.) Announcement on purchasing liability insurance for the company and the directors, supervisors and senior management.
Voting result: all supervisors avoided voting, and the proposal was directly submitted to the general meeting of shareholders for deliberation. China Railway High-Speed Electrification Equipment Corporation Limited(688285) board of supervisors January 4, 2022
