Securities code: Zhejiang Sanfer Electric Co.Ltd(605336) securities abbreviation: Zhejiang Sanfer Electric Co.Ltd(605336) Announcement No.: 2022025 Zhejiang Sanfer Electric Co.Ltd(605336)
Announcement of resolutions of the 17th meeting of the second board of directors
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.
1、 Meetings of the board of directors
Zhejiang Sanfer Electric Co.Ltd(605336) (hereinafter referred to as “the company”) the 17th meeting of the second board of directors was held on April 13, 2022 in the form of on-site combined communication. The meeting notice was issued on April 2, 2022, and the meeting notice and relevant materials were delivered by hand. There are 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting is convened and presided over by Ms. Shang Ruoyun, chairman of the board of directors. The convening and convening procedures of the meeting shall comply with the relevant provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and adopted the full text and summary of the company’s annual report for 2021
In order to effectively protect the interests of shareholders and truly, accurately and completely reflect the company’s operating results and financial status in 2021, in accordance with the company law and the relevant requirements of China Securities Regulatory Commission, the Zhejiang Sanfer Electric Co.Ltd(605336) 2021 annual report and summary are hereby prepared for the company’s operating results, financial status and future development plan in 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Full text and abstract of Zhejiang Sanfer Electric Co.Ltd(605336) 2021 annual report.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(II) review and approve the work report of the board of directors in 2021
During 2021, the board of directors of the company will earnestly perform the duties of the board of directors, strictly implement the resolutions of the general meeting of shareholders, actively promote the implementation of various resolutions of the board of directors, strengthen internal control, improve the governance structure, ensure the scientific decision-making and standardized operation of the company, and be diligent and dutiful. Now the board of directors has prepared the work report of the board of directors of the company in 2021 on relevant work.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(III) review and approve the work report of the general manager of the company in 2021
According to the operation of the company in 2021, the general manager of the company prepared the work report of the general manager of Zhejiang Sanfer Electric Co.Ltd(605336) 2021 for relevant work.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) review and approve the company’s 2021 annual financial statement report
The financial report of 2021 was audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued a standard unqualified audit report. The board of directors of the company has prepared the final financial statement of Zhejiang Sanfer Electric Co.Ltd(605336) 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(V) reviewed and approved the company’s 2021 profit distribution plan and the plan for converting reserve fund into share capital
After comprehensively considering the future capital demand, cash flow status and continuous return to shareholders, the company’s profit distribution and capital reserve conversion plan for 2021 is as follows: the company plans to distribute cash dividends of RMB 13.90 (including tax) to all shareholders for every 10 shares based on the total capital stock registered on the date of equity distribution and equity registration, and increase 3 shares for every 10 shares to all shareholders with capital reserve. Based on the calculation of the total share capital of the company on the day of the 17th meeting of the second board of directors, a total of 19781263750 yuan of cash dividends (including tax) were distributed, and a total of 42693375 shares were converted into share capital. The proportion of cash dividends of the company in this year accounts for 80.21% of the net profit attributable to the shareholders of the company.
If the total share capital of the company changes before the date of equity distribution and equity registration, it shall be distributed according to the principle that the distribution per share and the proportion of conversion to increase remain unchanged, and the total amount of distribution and conversion to increase shall be adjusted accordingly, and the specific adjustment will be announced separately.
Independent directors expressed their independent opinions on the proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Zhejiang Sanfer Electric Co.Ltd(605336) 2021 annual profit distribution and plan for converting accumulation fund into share capital (Announcement No.: 2022027).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VI) deliberated and passed the proposal on the renewal of the company’s audit institution in 2022
After the prior approval of all independent directors and the deliberation and approval of the audit committee, the board of directors agreed to continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
Independent directors expressed their independent opinions on the proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Zhejiang Sanfer Electric Co.Ltd(605336) .
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VII) deliberated and passed the proposal on formulating the company’s 2022 directors’ remuneration plan
In order to further improve the company’s incentive and restraint mechanism, effectively mobilize the work enthusiasm of the company’s directors, and further improve the company’s efficiency and operating efficiency, the company has formulated the remuneration plan for the company’s directors in 2022 in combination with the company’s business situation this year, future planning objectives and the work performance and responsibilities of relevant directors.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(VIII) the proposal on formulating the remuneration plan for senior managers of the company in 2022 was deliberated and passed. In order to further improve the incentive and restraint mechanism of the company, effectively mobilize the work enthusiasm of senior managers, and further improve the efficiency and operating efficiency of the company, combined with the company’s business situation this year, future planning objectives and the work performance and responsibilities of relevant senior managers, The company has formulated the annual compensation plan for senior managers in 2022.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
(IX) review and approve the 2021 annual performance report of the audit committee of the board of directors of the company
In the work of 2021, the audit committee of the company was diligent and conscientious, held the audit committee meeting in accordance with the relevant provisions of the company, carefully considered various financial related proposals of the board of directors and expressed professional opinions, actively participated in the work of the company’s financial management and audit supervision, and worked hard to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders. The 2021 performance report of the audit committee of Zhejiang Sanfer Electric Co.Ltd(605336) board of directors has been prepared.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day 2021 performance report of the audit committee of Zhejiang Sanfer Electric Co.Ltd(605336) board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(x) review and approve the company’s 2021 annual internal control evaluation report
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, and reviewed and approved by the audit committee of the board of directors of the company, the Zhejiang Sanfer Electric Co.Ltd(605336) 2021 annual internal control evaluation report and relevant documents are prepared. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Internal control evaluation report of Zhejiang Sanfer Electric Co.Ltd(605336) 2021 and relevant documents.
Voting results: 7 in favor, 0 against and 0 abstention.
（11） The special report on the deposit and use of the company’s raised funds in 2021 was reviewed and approved. In order to effectively protect the interests of shareholders and truly, accurately and completely reflect the deposit and use of the company’s raised funds in 2021, according to the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, the deposit and use of the company’s raised funds in 2021 is hereby reviewed and approved, The special report on the deposit and use of the company’s raised funds in 2021 was prepared.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in Zhejiang Sanfer Electric Co.Ltd(605336) 2021 (Announcement No.: 2022029).
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
（12） The 2021 annual social responsibility report of the company was reviewed and adopted
In order to summarize and reflect the practice of the company’s social responsibility in promoting sustainable economic and social development and sustainable development in quality, environmental protection and safety, the company has studied and decided to prepare the 2021 annual social responsibility report of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Social responsibility report of Zhejiang Sanfer Electric Co.Ltd(605336) 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhejiang Sanfer Electric Co.Ltd(605336) board of directors April 14, 2022
