Stock Code: Shanghai Step Electric Corporation(002527) stock abbreviation: Shanghai Step Electric Corporation(002527) Announcement No.: pro 2022012 Shanghai Step Electric Corporation(002527)
Announcement of resolutions of the 20th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Shanghai Step Electric Corporation(002527) (hereinafter referred to as “the company”) the 20th meeting of the 5th board of directors was held in the conference room on the fourth floor of the company, No. 1560 Siyi Road, Jiading District, Shanghai at 13:30 p.m. on April 23, 2022 (Saturday).
The notice of this meeting was sent to all directors and relevant participants by telephone and email on April 13, 2022. The meeting was presided over by Ms. Ji Yi, the chairman of the board of directors. There were 9 directors who should attend the meeting and 9 actually attended the meeting. Among them, 7 directors such as Ji Yi, Ji Defa, Wang Chunxiang, Jin Xinhai, Wang Tianmiao, Yan Jie and Zhong bin attended the meeting by means of communication. The Secretary of the board of directors attended the meeting, and all supervisors and general manager attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the company law of the people’s Republic of China, the Shanghai Step Electric Corporation(002527) articles of association, the rules of procedure of Shanghai Step Electric Corporation(002527) board of directors and other relevant laws, regulations and provisions.
2、 Deliberations of the board meeting
After careful discussion and deliberation by the directors present, the following proposals were unanimously adopted by open ballot:
1. The general manager’s work report for 2021 was reviewed and adopted
Voting results: 9 in favor, 0 abstention and 0 against.
2. The report on the work of independent directors in 2021 was reviewed and adopted
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Report on the work of independent directors in 2021 disclosed.
Voting results: 9 in favor, 0 abstention and 0 against; The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders.
3. The work report of the board of directors in 2021 was reviewed and adopted
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Relevant sections of the 2021 annual disclosure report.
Voting results: 9 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
4. The full text and summary of the annual report for 2021 were reviewed and adopted
（ http://www.cn.info.com.cn. ）For the disclosed announcement, the details of the 2021 annual report summary are detailed in the company’s securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on April 26, 2022（ http://www.cn.info.com.cn. ）Disclosure announcement.
Voting results: 9 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
5. Reviewed and adopted the financial final accounts report of 2021
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of 2021.
Voting results: 9 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
6. The 2021 profit distribution plan was reviewed and approved
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）Announcement on profit distribution plan for 2021 and related announcements disclosed.
Voting results: 9 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
7. The special report on the deposit and actual use of raised funds in 2021 has been reviewed and approved. The external auditor Lixin Zhonglian Certified Public Accountants (special general partnership), the sponsor Gf Securities Co.Ltd(000776) and the sponsor representative have issued special opinions on the company’s special report on the deposit and actual use of raised funds in 2021 respectively; Independent directors have expressed their independent opinions on the above matters.
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Disclosed special report on the deposit and actual use of raised funds in 2021 and relevant announcements.
Voting results: 9 in favor, 0 abstention and 0 against.
8. The self-evaluation report on internal control in 2021 was considered and adopted
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Disclosed self evaluation report on internal control in 2021 and relevant announcements.
Voting results: 9 in favor, 0 abstention and 0 against.
9. The self inspection form for the implementation of internal control rules was reviewed and adopted
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Disclosed self inspection form for the implementation of internal control rules and relevant announcements. Voting results: 9 in favor, 0 abstention and 0 against.
10. The 2021 social responsibility report was reviewed and adopted
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）2021 social responsibility report disclosed by the company.
Voting results: 9 in favor, 0 abstention and 0 against.
11. The proposal on the occupation of non operating funds, other related capital transactions and external guarantee of the company in 2021 was deliberated and adopted
There was no occupation of non operating funds and other related capital transactions of shareholders and their affiliated enterprises in 2021.
In 2021, the total amount of comprehensive credit line applied by the company and its holding subsidiaries to financial institutions and guaranteed by the company within the line is expected to not exceed RMB 1.18 billion, accounting for 38.45% of the company’s audited net assets attributable to shareholders of Listed Companies in 2021.
2021 degrees, the above guarantee amount of 895543 million yuan has been used. In 2021, the company and its holding subsidiaries had no illegal guarantees, no overdue guarantees, and no illegal guarantees occurred in previous years and accumulated to the reporting period.
The external auditor, Lixin Zhonglian Certified Public Accountants (special general partnership), has issued the special instructions on the occupation of funds by Shanghai Step Electric Corporation(002527) controlling shareholders, actual controllers and other related parties with respect to the company’s summary of occupation of non operating funds and capital transactions of other related parties in 2021. Independent directors have expressed their independent opinions on the above matters.
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 9 in favor, 0 abstention and 0 against.
12. The proposal on renewing the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s external audit institution in 2022 was reviewed and approved
The independent directors expressed their prior approval opinions and agreed independent opinions on the proposal. The board of supervisors has expressed its consent on the above matters.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）Disclosed customs
Voting results: 9 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
13. The proposal on the remuneration of directors and senior managers in 2021 was deliberated and adopted
1) On the consideration of the remuneration of non independent directors and senior managers in 2021
The related directors Ji Defa, Ji Yi, Wu Yuhui, Cai Liang, Wang Chunxiang and Jin Xinhai avoided voting on this proposal
Voting results: 3 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
2) On the consideration of the remuneration of independent directors in 2021
Related directors Wang Tianmiao, Yan Jie and Zhong bin avoided voting on this proposal
Voting results: 6 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to the company’s website on April 26, 2022
（ http://www.cn.info.com.cn. ）Relevant sections of the 2021 annual disclosure report.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
14. The proposal on the remuneration scheme of directors and senior managers in 2022 was deliberated and adopted
1) On reviewing the remuneration plan for non independent directors and senior managers in 2022
The related directors Ji Defa, Ji Yi, Wu Yuhui, Cai Liang, Wang Chunxiang and Jin Xinhai avoided voting on this proposal
Voting results: 3 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
2) On the consideration of the remuneration plan for independent directors in 2022
Related directors Wang Tianmiao, Yan Jie and Zhong bin avoided voting on this proposal
Voting results: 6 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）Disclosed announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 and relevant announcements.
15. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
According to the needs of the company’s production and operation, it is expected to conduct daily related party transactions with the related party sigriner automation (MFG) SDN.BHD in 2022, and the total transaction amount is expected to be no more than RMB 10 million.
Cai Liang, an associate director of this proposal, has withdrawn from voting because he is a director of sigriner automation.
The independent directors of the company have expressed their independent opinions approved and agreed in advance.
Voting results: 8 in favor, 0 abstention and 0 against.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 and related announcements disclosed on the
16. The proposal on applying for comprehensive credit line from financial institutions in 2022 and providing guarantee within the line was deliberated and adopted
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）The announcement on applying for comprehensive credit line from financial institutions in 2022 and providing guarantee within the line and relevant announcements disclosed. Voting results: 9 in favor, 0 abstention and 0 against; This proposal shall be submitted to the general meeting of shareholders for deliberation.
17. The proposal on using some idle self owned funds to purchase financial products was deliberated and adopted
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 26, 2022（ http://www.cn.info.com.cn. ）The announcement on using some idle self owned funds to purchase financial products and relevant announcements disclosed.
Voting results: 9 agreed, 0 abstained and 0 opposed.
18. The proposal on changing the registered capital of the company was deliberated and adopted
According to the prospectus for Shanghai Step Electric Corporation(002527) public offering of convertible corporate bonds, Shida convertible bonds (bond Code: 128018) publicly issued by the company in 2017 can be converted into shares of the company from May 10, 2018. Since the change of the company’s registered capital was approved at the second extraordinary general meeting of shareholders in 2021, jingshida converted bonds into shares and issued additional equity incentives
