Company code: Jing-Jin Electric Technologies Co.Ltd(688280) company abbreviation: Jing-Jin Electric Technologies Co.Ltd(688280) Jing-Jin Electric Technologies Co.Ltd(688280)
Annual report for 2021
Important tips
1、 The board of directors, board of supervisors, directors, supervisors and senior managers of the company guarantee the authenticity, accuracy and integrity of the contents of the annual report, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. 2、 The company is not profitable at the time of listing and has not realized profit √ yes □ no
The company was listed in accordance with the listing standard in Item (II) of Article 24 of the review rules for the issuance and listing of shares on the science and Innovation Board of Shanghai Stock Exchange, and was not profitable at the time of listing. The company’s operating income in 2021 was 736318200 yuan; The net profit attributable to the shareholders of the listed company is -4001284 million yuan; The net profit attributable to the shareholders of the listed company after deducting non operating profits and losses was -442848800 yuan. During the reporting period, the company has not realized profit. 3、 Major risk tips
The company has described the possible risks in this report. Please refer to “IV. risk factors” in “section III Management Discussion and analysis”. 4、 All directors of the company attended the board meeting. 5、 Lixin Accounting firm (special general partnership) issued a standard unqualified audit report for the company. 6、 Yu Ping, the person in charge of the company, Xie Wenjian, the person in charge of accounting, and Cheng Lifang, the person in charge of accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in the annual report. 7、 As the company has not yet made profits, there is no profit distribution plan or provident fund to share capital plan in this year. 8、 Whether there are important matters such as special arrangements for corporate governance √ applicable □ not applicable to special arrangements for corporate governance: □ the company is a red chip enterprise □ the company has an agreement control structure √ the company has arrangements for differences in voting rights
(I) establishment of special voting rights
1. Resolution of the general meeting of shareholders setting up special voting rights arrangement
On October 14, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on granting special voting rights to the shares held by Heze BEIXIANG New Energy Technology Co., Ltd. (formerly Zhengding BEIXIANG Dynamic Technology Co., Ltd.), revised the articles of association and set special voting rights.
According to the arrangement of special voting rights, 69677522 shares of the company held by the controlling shareholder Heze BEIXIANG New Energy Technology Co., Ltd. were converted into special voting shares. The number of voting rights per share of shares held by BEIXIANG new energy is 10 times that of shares held by other shareholders.
BEIXIANG new energy and its actual controller Yu Ping have absolute control over the operation and management of the company and matters that need to be resolved by the general meeting of shareholders.
The shares issued by the company for initial public offering and listing on the science and innovation board and the shares traded in the secondary market are ordinary shares without special voting rights.
2. Operation period of special voting rights arrangement
On October 14, 2019, the company set up special voting rights. Since the establishment of special voting rights, it has operated normally. Unless the special voting right arrangement is terminated by the resolution of the general meeting of shareholders, the special voting right setting of the company will continue and operate for a long time.
3. Holder qualification
Shareholders holding special voting shares shall make significant contributions to the development or business development or business growth of the company, and continue to serve as directors of the company before and after the listing of the company, or the control subject actually controlled by such persons. Shareholders holding special voting shares have more than 10% of the total issued voting shares of the company.
The controlling shareholder of BEIXIANG new energy and its actual controller Yu Ping meet the above requirements.
4. Proportion arrangement between the number of voting rights held by special voting shares and the number of voting rights held by ordinary shares
BEIXIANG new energy holds 11.81% of the shares and 57.24% of the voting rights of the company. Yu Ping, the actual controller, controls 59.29% of the voting rights of the company through BEIXIANG new energy, sayulize and best E-Drive.
As of the disclosure date of this annual report, the voting rights are shown in the following table:
No. name of shareholder number of shares holding proportion of voting rights number of voting rights proportion of voting rights (shares) (%) (votes) (%)
1 BEIXIANG new energy 6967752211.8169677522057.24
2 Best E-Drive 15,562417 2.64 15,562417 1.28
3 sayulize 93912501.5993912500.77
4 other shareholders 34803547858.9634803547828.59
5 public shareholders 1475500025.001475500012.12
Total 590221667100. Anhui Huaertai Chemical Co.Ltd(001217) 319365100.00
5. The scope of matters of the general meeting of shareholders in which the special voting shares held by the holders can participate in voting
According to the articles of association, shareholders other than BEIXIANG new energy (including shareholder agents) exercise their voting rights with the number of voting shares they represent, and each share has one vote. 69677522 shares held by BEIXIANG new energy are shares with special voting rights, and the ratio of the number of voting rights owned by each special voting right to the number of voting rights owned by each ordinary share is 10:1.
Notwithstanding the foregoing arrangements, when shareholders of the company exercise their voting rights on the following matters, the number of voting rights enjoyed by each special voting share shall be the same as that of each ordinary share:
(1) Amend the articles of Association;
(2) Change the number of voting rights enjoyed by special voting shares;
(3) Appoint or dismiss independent directors;
(4) Hire or dismiss accounting firms that issue audit opinions for the company’s periodic reports;
(5) Merger, division, dissolution or change of corporate form of the company.
The resolution of the general meeting of shareholders of the company on item (2) above shall be adopted by not less than two-thirds of the voting rights held by the shareholders attending the meeting, except for the conversion of a corresponding number of special voting shares into ordinary shares in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
In addition to the above circumstances, shareholders holding special voting shares shall vote differently in accordance with the provisions of the articles of association when voting on the resolution of the general meeting of shareholders.
6. Share locking arrangements and transfer restrictions
(1) No additional special voting shares shall be issued
After the company’s shares are listed on the stock exchange, it shall not issue special voting shares at home and abroad or increase the proportion of special voting rights, except for the allotment of shares in the same proportion and the conversion of share capital. If the company may increase the proportion of special voting rights due to share repurchase and other reasons, it shall also take measures such as converting the corresponding number of special voting shares into ordinary shares to ensure that the proportion of special voting rights is not higher than the original level.
(2) Restrictions on the transfer of special voting shares
Special voting shares shall not be traded in the secondary market, but may be transferred in accordance with the articles of association and the relevant provisions of the stock exchange.
(3) Conversion of special voting shares
Under any of the following circumstances, the shares with special voting rights shall be converted into ordinary shares in the proportion of 1:1:
① Shareholders with special voting shares no longer meet the qualification and minimum shareholding requirements specified in the articles of association, or lose the ability to perform their duties, leave office or die;
② Shareholders who actually hold special voting shares lose their actual control over relevant shareholders;
③ Shareholders with special voting shares transfer their special voting shares to others, or entrust others to exercise the voting rights of special voting shares;
④ Change of control of the company
In case of the above circumstances, the special voting shares shall be converted into ordinary shares from the relevant circumstances, and the relevant shareholders shall immediately notify the company. The company shall timely disclose the specific circumstances, occurrence time, the number of special voting shares converted into ordinary shares, the number of remaining special voting shares, etc.
In case of the circumstance in item ④ above, all the special voting shares issued by the company shall be converted into ordinary shares.
(II) the impact of special voting rights on the proposals of the general meeting of shareholders and the possible impact on the rights and interests of minority shareholders
Under the special voting mechanism, BEIXIANG new energy, the controlling shareholder of the company, and Yu Ping, the actual controller, can decide the ordinary resolution of the general meeting of shareholders, which can also play a similar decisive role in the special resolution of the general meeting of shareholders, limiting the influence of other shareholders except the controlling shareholder and the actual controller on the major decisions of the company through the general meeting of shareholders.
If minority shareholders, including public investors, object to the voting of the general meeting of shareholders because they hold different opinions on the company’s major decisions from BEIXIANG new energy and Yu Ping, they may not be able to have a substantial impact on the voting results of the general meeting of shareholders due to the relatively significant difference in the number of corresponding voting rights per share.
Under special circumstances, the interests of BEIXIANG new energy and Yu Ping may be inconsistent with the interests of other shareholders of the company, especially minority shareholders, and may damage the interests of other shareholders, especially minority shareholders.
The specific circumstances of the special voting right mechanism affecting the proposals of the general meeting of shareholders are as follows:
1. The following resolutions do not apply to special voting rights:
(1) Amend the articles of Association;
(2) Change the number of voting rights enjoyed by special voting shares;
(3) Appoint or dismiss independent directors;
(4) Hire or dismiss accounting firms that issue audit opinions for the company’s periodic reports;
(5) Merger, division, dissolution or change of corporate form of the company.
2. Special voting rights are applicable to matters that belong to special resolutions of the general meeting of shareholders (i.e. more than 2 / 3 of the voting rights held by shareholders). After the application of special voting rights, the decision-making ability of the controlling shareholders and actual controllers of the company on these matters is improved, and it is still unable to ensure that the proposal with their consent is considered and approved by the general meeting of shareholders, that is, the negative votes of other shareholders reach more than 1 / 3, and the proposal cannot be considered and approved by the general meeting of shareholders. The specific matters are as follows:
(1) The company increases or decreases its registered capital;
(2) The guarantee transactions listed in Item (IV) of Article 4 of the articles of association, that is, the guarantee that exceeds 30% of the company’s latest audited total assets according to the principle of cumulative calculation of guarantee amount for 12 consecutive months;
(3) The total assets or transaction amount involved in the purchase or sale of assets by the company exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (4) Equity incentive plan; (5) Adjust or change the cash dividend policy; (6) Other matters stipulated by laws, administrative regulations or the articles of association, as well as those that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the company and need to be adopted by special resolution.
3. Special voting rights are applicable and belong to ordinary resolutions of the general meeting of shareholders (i.e. more than 1 / 2 of the voting rights held by shareholders). After the special voting rights are set, the controlling shareholders and actual controllers have absolute decision-making control ability and can ensure that the proposals agreed by them can pass the general meeting of shareholders. Even if other shareholders reach an agreement, they still cannot veto the proposal voted by the controlling shareholder and the actual controller. (III) specific measures to prevent the abuse of special voting rights and protect the interests of minority shareholders
1. Measures to prevent the abuse of special voting right mechanism
(1) Arrange an appropriate proportion of special voting rights to balance control
(2) Strictly limit the scope of special voting rights
The purpose of setting up special voting rights in the company is to ensure the control of Yu Ping, the actual controller of the company, to ensure the stability of the company’s production and operation, so as to protect the interests of all shareholders of the company. As the founder, actual controller and core management of Jing-Jin Electric Technologies Co.Ltd(688280) , Yu Ping can concentrate the voting rights of the company, which helps to improve the effect of corporate governance. The boundary of special voting rights is clear and does not apply to some major matters related to the basic rights of investors.
(3) Impose stricter restrictions on the reduction of special voting shares
Special voting shares, equivalent to ordinary shares, are subject to stricter restrictions on reduction, which makes shareholders holding special voting shares pay more attention to the long-term and stable development of the company than other shareholders holding ordinary shares and public investors, and restricts their abuse of special voting rights to damage the interests of the company.
According to article 4.5.8 of the listing rules and the articles of association, special voting shares shall not be traded in the secondary market, but may be transferred in accordance with the relevant provisions of the exchange.
According to article 4.5.9 of the listing rules and the articles of association, when shareholders holding special voting shares transfer their special voting shares to others, or entrust others to exercise the voting rights of special voting shares, the special voting shares shall be converted into ordinary shares in the proportion of 1:1.
2. Protection measures for the interests of minority shareholders
In addition to the above measures to prevent the abuse of the special voting right mechanism, the company has also set up the following specific systems and measures to fully protect the rights and interests of minority shareholders:
(1) Pay attention to shareholders’ dividend right
The company has deliberated and approved the profit distribution management system at the fourth meeting of the second board of directors and the 2019 annual general meeting of shareholders. When formulating the profit distribution policy, especially the cash dividend policy, the company shall perform the necessary decision-making procedures. The board of directors shall conduct special research and Discussion on the return of shareholders, and explain in detail the reasons for the planning and arrangement. The company shall use various channels (including but not limited to:
