Stock abbreviation: Shanghai Diesel Engine Co.Ltd(600841) Shangchai B Share Stock Code: Shanghai Diesel Engine Co.Ltd(600841) 900920 No.: lin2022006 board of directors of Shanghai new power automobile technology Co., Ltd
Announcement of resolutions of the second session of the 10th CPC National Congress
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. The second meeting of the 10th Session of the board of directors of Shanghai New Power Automotive Technology Co., Ltd. (hereinafter referred to as “the company”) was notified to all directors in writing, e-mail and telephone on March 7, 2022, and was held in the company’s conference room in the form of on-site meeting and Video Conference on March 17, 2022. Nine directors should attend the meeting and nine actually attended. The meeting complies with the relevant provisions of the company law and the articles of association. After deliberation by the directors present at the meeting, the following proposals were adopted:
1、 2021 General Manager Business Report
9 in favor, 0 abstention and 0 against.
2、 Report of the board of directors in 2021
9 in favor, 0 abstention and 0 against.
3、 Financial final accounts of 2021 and budget report of 2022
9 in favor, 0 abstention and 0 against.
4、 2021 profit distribution plan
According to the audit of Ernst & Young Huaming Certified Public Accountants (special general partnership), the consolidated net profit attributable to the parent company in 2021 was 69298168917 yuan and earnings per share was 0.56 yuan. The net profit realized by the parent company in 2021 was 49091241885 yuan, the statutory surplus reserve was 4909124188 yuan, plus the undistributed profit carried forward from previous years of 141229653231 yuan, minus the cash dividend of 7197059955 yuan distributed by the company in 2021, the profit available for distribution to shareholders of the parent company at the end of 2021 was 178214710973 yuan.
The profit distribution plan for 2021 is as follows: Based on the total share capital registered on the date of equity distribution, the company will distribute a cash dividend of RMB 1.275 (including tax) to all shareholders for every 10 shares, and the remaining undistributed profits will be carried forward to the distribution of subsequent years.
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
5、 Internal control evaluation report in 2021
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
6、 Report on the work of independent directors in 2021
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
7、 2021 Social Responsibility Report
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
8、 Proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
9、 2021 annual report and summary
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
10、 Proposal on applying for comprehensive credit line in 2022
It is agreed that the company applies to the bank for a comprehensive credit line with a total amount of no more than 3 billion yuan including foreign currency credit line, which is mainly used for financing such as loans, issuing bank acceptance bills, issuing letters of credit, bill discounting and letter of guarantee factoring.
9 in favor, 0 abstention and 0 against.
11、 Risk assessment report on SAIC Finance
This proposal is a related party transaction proposal, and the independent directors of the company have expressed their prior approval opinions and independent directors’ opinions on this proposal.
6 in favor, 0 abstention and 0 against. (LAN Qingsong, Gu Xiaoqiong and Zhao Maoqing, affiliated directors of this proposal, abstained from voting)
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
12、 Risk disposal plan for the company and SAIC Finance Corporation to carry out related deposit and loan and other financial businesses
This proposal is a related party transaction proposal, and the independent directors of the company have expressed their prior approval opinions and independent directors’ opinions on this proposal.
6 in favor, 0 abstention and 0 against. (LAN Qingsong, Gu Xiaoqiong and Zhao Maoqing, affiliated directors of this proposal, abstained from voting)
See Shanghai Stock Exchange (www.sse. Com) Website announcement on the same day.
13、 Proposal on daily connected transactions between the company and Saic Motor Corporation Limited(600104) and other related parties in 2022
This proposal is a related party transaction proposal, and the independent directors of the company have expressed their prior approval opinions and independent directors’ opinions on this proposal.
5 in favor, 0 abstention and 0 against. (LAN Qingsong, Gu Xiaoqiong, Zhao Maoqing and Xu Qiuhua, affiliated directors of the proposal, abstained from voting)
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
14、 Proposal on daily related party transactions between the company and Chongqing electromechanical holding (Group) Company in 2022
This proposal is a related party transaction proposal, and the independent directors of the company have expressed their prior approval opinions and independent directors’ opinions on this proposal.
8 in favor, 0 abstention and 0 against. (Jiang Jingqi, a related director of this proposal, abstained from voting)
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
15、 Proposal on SAIC Hongyan Automobile Co., Ltd. providing repurchase guarantee for its vehicle sales business
As a distribution mode of complete vehicle sales of commercial vehicle enterprises, SAIC Hongyan Automobile Co., Ltd. can speed up the settlement of sales funds through cooperation with financing institutions, dealers and end customers, and make full use of third-party channels to quickly promote complete vehicle sales. It is agreed that SAIC Hongyan Automobile Co., Ltd. under the specific conditions agreed in the contract, Provide credit acquisition or lease right acquisition and other guarantees (i.e. repurchase guarantee business) for reputable dealers and end customers to financing institutions such as Shanghai Automotive Group Finance Co., Ltd. and Anji Leasing Co., Ltd., and the total annual guarantee shall not exceed RMB 2.72 billion (including RMB 2.72 billion).
This proposal is a related party transaction proposal, and the independent directors of the company have expressed their prior approval opinions and independent directors’ opinions on this proposal.
LAN Qingsong, Gu Xiaoqiong and Zhao Maoqing, the related directors of the proposal, avoided voting.
Voting results: 6 in favor, 0 abstention and 0 opposition.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
16、 Proposal on adjustment and change of some investment projects with raised funds
The company agrees to adjust and change the “smart factory” project of the raised investment project. After the adjustment and change, the total investment of the “smart factory” project is 635.57 million yuan, of which the investment amount using the raised funds is 594.41 million yuan; It is agreed to use 147.25 million yuan of the balance raised funds after adjustment and change for the “R & D capability improvement” project, with a total investment of 287.15 million yuan, including 147.25 million yuan of the balance raised funds after adjustment and change and 139.9 million yuan of self raised funds.
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
17、 Proposal on changing the abbreviation of the company’s securities
Since the company’s name has been changed from ” Shanghai Diesel Engine Co.Ltd(600841) ” to “Shanghai New Power Automotive Technology Co., Ltd.” after the completion of major asset restructuring, it is agreed that the company will change the abbreviation of A-share securities from ” Shanghai Diesel Engine Co.Ltd(600841) ” to “power Xinke”, the abbreviation of B-share securities from “Shangchai B-share” to “power B-share”, and the English abbreviation from “SDEC” to “SNAT”. A-share securities code ” Shanghai Diesel Engine Co.Ltd(600841) ” and B-share securities code “900920” remain unchanged.
The change of securities abbreviation shall be subject to the final approval result of Shanghai Stock Exchange.
9 in favor, 0 abstention and 0 against.
See Shanghai Stock Exchange (www.sse. Com. CN.) Website announcement on the same day.
19、 Proposal on convening the 2021 annual general meeting of shareholders
The second, third, fourth, sixth, ninth, thirteenth, fourteenth, fifteenth and sixteenth proposals mentioned above shall be submitted to the 2021 annual general meeting of shareholders for deliberation. The board of directors authorizes the Secretary Office of the board of directors to prepare matters for the 2021 annual general meeting of shareholders, and the convening time of the general meeting of shareholders will be notified separately.
9 in favor, 0 abstention and 0 against.
It is hereby announced.
Board of directors of Shanghai New Power Automotive Technology Co., Ltd
March 17, 2022
