Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Materials of 2021 annual general meeting of shareholders
February 2024
Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Agenda of 2021 annual general meeting
On site meeting time: from 14:00 on April 8, 2022
Venue: conference room of Liuwei road company, Danyang Economic Development Zone, Jiangsu Province
Meeting mode: the combination of on-site voting and online voting
Online voting time: 9:15-9:25, 9:30-11:30, 13:00-15:00 on April 8, 2022; Moderator: Mr. Li Guoping, chairman and general manager
Agenda:
1、 The moderator declared the meeting open
2、 The lawyer of Beijing Zhonglun law firm will review and witness the qualification of shareholders and shareholders' agents attending the shareholders' meeting (including the number of shareholders attending the meeting and the number of representative shares)
3、 Read out the voting methods and instructions of the meeting
In order to safeguard the legitimate rights and interests of investors and ensure the smooth convening of the general meeting of shareholders of the company, in accordance with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, the following instructions for the meeting are hereby formulated for all personnel attending the general meeting of shareholders to follow.
1. The general meeting adopts a combination of on-site voting and online voting (online voting will be implemented in accordance with the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies), and the proposals of the general meeting will be voted by open ballot; After all proposals are read out, vote filling shall be started. The scrutineer shall collect the votes of the general meeting of shareholders and submit the on-site voting results to the witness lawyer;
2. Each share has one vote. Ordinary resolutions shall be adopted by more than half of the voting rights held by shareholders (including shareholders' agents) attending the meeting, and special resolutions shall be adopted by more than two-thirds of the voting rights held by shareholders (including shareholders' agents) attending the meeting;
3, when voting, the shareholders may exercise their rights in the corresponding column of the voting ballot, and name the shareholder name (if the authorization is required to complete the name of the authorized representative), the ID number and the number of shares represented.
4. Shareholders attending the meeting or their entrusted agents shall exercise their voting rights according to the number of voting shares they represent, and each share shall have one vote;
5. There are two supervisors and tellers in this meeting. The supervisor and teller shall be responsible for the statistical verification of the voting rights during the voting of the proposal, and witness the lawyer to witness the statistical process;
6. The attendants shall abide by the discipline of the venue and the rules of procedure of the general meeting of shareholders. It is forbidden to make noise and noise during the meeting. If they do not listen to the dissuasion, the on-site meeting staff will have the right to take necessary measures to ask them to leave the venue; 7. In order to ensure the smooth progress of the general meeting of shareholders, if the shareholders or their entrusted agents have objections, opinions or suggestions, they can ask questions and communicate during the adjournment after the voting of the on-site meeting, and no one shall make the meeting unable to proceed normally;
8. Shareholders or their entrusted agents shall carefully consider all proposals of this meeting and exercise their voting rights. 4、 Election of scrutineers and tellers
5、 Contents considered at the meeting
No. proposal name
Non cumulative voting motion
1. Proposal on 2021 annual report and its summary
2 proposal on the work report of the board of directors in 2021
3 proposal on the work report of the board of supervisors in 2021
4 proposal on 2021 annual report of independent directors
5. Proposal on financial final accounts report of 2021
6 proposal on profit distribution plan in 2021
7. Proposal on renewing the appointment of accounting firm 8. Proposal on the company's financing limit and guarantee
9 proposal on the remuneration scheme of directors and supervisors in 2022
6、 Shareholders shall vote by open ballot on the deliberation contents
7、 The scrutineer and teller shall submit the voting results to the lawyer
8、 Summary of on-site meeting and online voting
9、 The lawyer read out the voting results and the legal opinion of the shareholders' meeting
10、 Closing of 2022 annual general meeting of shareholders
Proposal 1:
Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Proposal on 2021 annual report and its summary
Shareholders and shareholder representatives:
The 2021 annual report and summary of the company have been deliberated and adopted at the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, and were posted on the website of Shanghai Stock Exchange on March 19, 2022
（www.sse.com.cn.） disclosure.
The above proposals shall be reviewed by shareholders and their representatives.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors
April 8, 2022
Proposal 2:
Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Proposal on the work report of the board of directors in 2021
Shareholders and shareholder representatives:
In 2021, the board of directors of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as "the company") actively carried out various work around the company's development strategy and annual key tasks in strict accordance with the company law, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations, normative documents and the company's system. All directors are conscientious and diligent, actively participate in the decision-making process of all major matters of the company with a scientific, rigorous, prudent and objective working attitude, earnestly perform the responsibilities of the board of directors entrusted by the general meeting of shareholders, and promote the sustainable, healthy and stable development of the company. The work of the board of directors in 2021 is reported as follows: I. main business conditions during the reporting period
In 2021, the company actively responded to the risk of price fluctuation of bulk raw materials, continued to optimize product structure, continued to expand market share and achieved steady growth in revenue scale. The company's operating income reached a record high this year. Meanwhile, affected by the sharp rise in the prices of carbon steel, stainless steel and other main raw materials this year, the profit scale of this year remained stable compared with that of the previous year. The details are as follows:
In 2021, the company realized an operating revenue of 22956684 million yuan, a year-on-year increase of 31.24%; The net profit attributable to the parent company was 1506942 million yuan, a year-on-year increase of 2.55%. By the end of 2021, the total assets of the company were 1999470500 yuan, an increase of 75.20% over the end of 2020, and the owner's equity attributable to listed shareholders was 147419200 yuan, an increase of 95.73% over the end of 2020; The financial structure remains reasonable and stable.
2、 Performance of the board of directors and special committees in 2021
(I) continuously improve the corporate governance structure and promote the standardized operation of the company
In accordance with the requirements of the company law and other relevant laws and regulations, improve the operation of the general meeting of shareholders, the board of directors and the board of supervisors, and optimize the corporate governance structure. The company has strengthened the construction of internal control system and internal control management, which has promoted the improvement of the company's operation efficiency and effect and the realization of the company's strategic objectives; Strengthen the study of the corresponding laws and regulations issued by the regulatory authorities, and translate the relevant provisions into the company's management standards; Strengthen the management's awareness of operating according to law and standardize the operation.
(II) organize and convene the general meeting of shareholders and the special committee of the board of directors
In 2021, the company held 7 meetings of the board of directors, 2 general meetings of shareholders, 2 Strategic committees of the board of directors, 4 audit committees of the board of directors, 1 remuneration and assessment committee of the board of directors and 2 nomination committees of the board of directors. Members of each professional committee make objective and prudent judgments on major matters of the company in combination with their professional advantages, which provides strong support for the scientific and efficient decision-making of the board of directors; Independent directors have issued pre audit opinions and independent opinions on relevant matters, giving full play to the professionalism and independence of independent directors. The company performs decision-making procedures in strict accordance with the authorities specified in the laws and regulations of listed companies, the articles of association and the rules of procedure of the general meeting of shareholders and the board of directors. The board of directors earnestly makes collective decisions on major matters, the approval procedures are legal and compliant, implements the resolutions of the general meeting of shareholders, and leads the orderly development of the company's production and operation.
3、 Information disclosure of the company
In accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies and other laws, regulations, normative documents and the articles of association, the board of directors earnestly and consciously performs the obligation of information disclosure, strictly controls information disclosure, and effectively improves the standard operation level and transparency of the company. During the reporting period, the company timely sent and disclosed relevant documents in designated newspapers and websites in accordance with the disclosure time limit specified by laws, regulations and listing rules. The information disclosure is true, accurate, complete, timely and fair, which can objectively reflect the relevant events of the company, ensure that there are no false records, misleading statements or major omissions, and ensure the accuracy, reliability and usefulness of information disclosure. 4、 Investor relations management
In terms of strengthening investor relations management, the company pays attention to promoting the quality of investor relations management in order to maximize the value of the company and the interests of shareholders. In strict accordance with the guidelines on the relationship between listed companies and investors and the provisions of the articles of association, the company comprehensively adopts the combination of on-site meeting and online voting to hold the general meeting of shareholders, so as to facilitate the majority of investors to actively participate in the decision-making of matters deliberated at the general meeting of shareholders; Timely answer and communicate with investors' concerns through investor telephone, investor email, investor interaction platform, on-site research and other channels, so as to facilitate investors to quickly and comprehensively obtain the company's information.
5、 Priorities of the board of directors in 2022
1. Corporate strategy
① Consolidate the competitive advantage of elevator business and steadily increase the market share
Adhering to the enterprise spirit of "high quality, high efficiency, high efficiency and high realm", the company implements the enterprise policy of "sincere cooperation, loyalty to customers, celebrity quality and dedicated service", and formulates the development strategy of "brand serialization, humanized management and collectivization" with the development concept of "adhering to scientific professional style, creating extraordinary team cooperation and creating perfect brand products".
Based on the field of elevator component manufacturing, the company will take technological innovation and quality service improvement as the driving force of development, and constantly consolidate and expand its leading position in the field of elevator supporting products. At the same time, the company will build a production management system in line with the enterprise development strategy, improve the company's internal management level and independent research and development ability, improve the enterprise management mode, improve the enterprise management efficiency and obtain more market share. By building an internationally leading production and processing base and R & D center, the company will consolidate its leading position in the elevator parts industry and strive to become a pioneer in the elevator parts manufacturing field.
② . actively layout the dual carbon field and enhance the development prospect of the company
In recent years, the trend of centralization in the field of elevator parts manufacturing has gradually become prominent, and the company's orders and capacity utilization are in good condition. At the same time, with the continuous operation and implementation of IPO raised investment projects, the financial situation and operating results are expected to be further consolidated, laying a good foundation for the subsequent extension development. At the same time, the metal material processing business of listed companies is currently applied to the elevator manufacturing industry, which has a strong correlation with real estate construction and urban rail transit construction. As China's urbanization rate gradually reaches a high level, the elevator manufacturing industry will also enter a mature period. The company needs to seize its current advantages, cut into the fields with faster development speed and greater market space through extensive M & A, and improve the development prospects of listed companies.
On October 22, 2021, the company disclosed the plan of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions. The company plans to purchase 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. by issuing shares and paying cash. At present, the transaction is still in progress.
After years of development, the development of photovoltaic, wind power and other new energy sources in China has entered a period of rapid growth. Due to the power generation characteristics of new energy such as photovoltaic and wind power, and the objective existence of the demand for Valley peak regulation and frequency modulation of thermal power, the market space in the field of new energy storage is broad. According to the white paper 2021 on energy storage industry jointly issued by China Energy Research Association, Beijing Centergate Technologies (Holding) Co.Ltd(000931) energy storage industry technology alliance and Institute of Engineering Thermophysics, Chinese Academy of Sciences, under conservative circumstances, the scale of electrochemical energy storage market can also maintain a compound growth rate of 57.4% from 2021 to 2025. At the same time, at present, the energy storage system is mainly composed of batteries, BMS, PCs, EMS, metal structure accessories, etc. metal structure accessories are an important direction for the future business expansion of listed companies. Through this acquisition, listed companies can enter the field of new energy storage box structure parts with a high degree of customization, and further expand the application scenario of customized processing of metal materials in the company's core business.
2. Promote the construction of projects invested with raised funds and make rational use of the raised funds
According to regulatory documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of Shanghai Stock Exchange, after the raised funds are in place, the company will reasonably and carefully allocate and use the funds, orderly promote the construction of raised investment projects according to the progress of raised investment projects, and fulfill the corresponding information disclosure obligations.
3. Establish a good investor relationship management mechanism
In 2022, the company will establish a relatively perfect investor relations management mechanism to strengthen the contact and communication between the company and investors through various channels and means, such as investor special line telephone, email, interactive platform of Shanghai Stock Exchange, on-site research, online briefing and so on, in strict accordance with the relevant provisions of the company's investor relations management measures. 4. Standardize information disclosure and improve the company's rules and regulations.
In 2022, the company will do a good job in the company's information disclosure and improve the standardization of the content and form of information disclosure. In accordance with the requirements of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, departmental rules and normative documents, the company's rules and regulations shall be continuously optimized and improved, and all major matters of the company shall be disclosed in a timely, true, accurate and complete manner, so as to ensure the information that should not be disclosed but not disclosed, and effectively protect the shareholders, especially the shareholders
