Company code: Sec Electric Machinery Co.Ltd(603988) company abbreviation: Sec Electric Machinery Co.Ltd(603988)
Sec Electric Machinery Co.Ltd(603988)
2021 annual general meeting
Meeting materials
May, 2002
catalogue
Agenda of the 2021 annual general meeting of shareholders Notes to the annual general meeting of shareholders in 2001 3 proposal of the annual general meeting of shareholders in 2001 five
Proposal 1: proposal on the work report of the board of directors in 2021 five
Proposal 2: proposal on the work report of the board of supervisors in 2021 twenty-one
Proposal 3: proposal on the annual report and summary of 2021 twenty-five
Proposal 4: proposal on the 2021 annual report of independent directors 26 proposal 5: proposal on the financial final report of 2021 and the financial budget report of 2022 twenty-seven
Proposal 6: proposal on 2021 profit distribution plan thirty-two
Proposal 7: proposal on the remuneration of directors and supervisors of the company thirty-three
Proposal 8: proposal on the prediction of daily connected transactions in 2022 thirty-four
Proposal 9: proposal on continuing to hire an accounting firm thirty-eight
Proposal 10: proposal on the company’s application for comprehensive credit line from the bank thirty-nine
Proposal 11: proposal on Amending the articles of Association forty
Proposal 12: proposal on Amending the rules of procedure of the general meeting of shareholders forty-one
Proposal 13: proposal on Amending the rules of procedure of the board of Directors forty-two
Proposal 14: proposal on Amending the rules of procedure of the board of supervisors forty-three
Proposal 15: proposal on Amending the independent director system forty-four
Proposal 16: proposal on Amending the external guarantee management system forty-five
Proposal 17: proposal on Amending the foreign investment management system forty-six
Proposal 18: proposal on Amending the decision-making system for connected transactions forty-seven
Proposal 19: proposal on Amending the system for the use and management of raised funds Proposal on the future return of the company in 20212023.48 49 motion 21: motion on adjusting the timing of disposal of trading financial assets by wholly-owned subsidiaries in Hong Kong fifty
Sec Electric Machinery Co.Ltd(603988)
Agenda of 2021 annual general meeting of shareholders
1、 Convener of the meeting: Board of directors of the Company II. Moderator of the meeting: Mr. Xiong Xiaobing, chairman of the company III. meeting time:
On site meeting time: 14:00, Thursday, May 12, 2022
Online voting time: on May 12, 2022, the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. 4、 Site meeting place:
Meeting room of the company, No. 777, gaolang East Road, Wuxi City. 5、 Voting method at the meeting:
Adopt the combination of on-site voting and online voting. 6、 Ways of attending the general meeting of shareholders:
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail. 7、 Agenda:
(I) the host announces the opening of the meeting;
(II) the lawyer announces the qualification examination results of shareholders and shareholders’ agents present at the meeting and the total number of voting shares held;
(III) elect two shareholder representatives and one supervisor to jointly act as vote counter and supervisor;
(IV) read out and consider the following proposals:
No. proposal name
1. Proposal on the work report of the board of directors in 2021
2. Proposal on the work report of the board of supervisors in 2021
3 proposal on 2021 annual report and summary
4. Proposal on 2021 annual report of independent directors
5 proposal on the financial final report of 2021 and the financial budget report of 2022
6 proposal on 2021 profit distribution plan
7. Proposal on the remuneration of directors and supervisors of the company
8. Proposal on the prediction of daily connected transactions in 2022
9. Proposal on continuing to employ accounting firms
10 proposal on the company’s application for comprehensive credit line from the bank
11. Proposal on Amending the articles of Association
12. Proposal on Amending the rules of procedure of the general meeting of shareholders
13. Proposal on Amending the rules of procedure of the board of directors
14. Proposal on Amending the rules of procedure of the board of supervisors
15. Proposal on Amending the independent director system
16. Proposal on Amending the external guarantee management system
17. Proposal on Amending the foreign investment management system
18. Proposal on Amending the related party transaction decision-making system
19. Proposal on Amending the provisions of the system for the use and management of raised funds
20 proposal on shareholder return planning of the company in the next three years (20212023)
21. Proposal on adjusting the timing of disposal of trading financial assets by wholly-owned subsidiaries in Hong Kong
(V) shareholders or their agents speak, and the company’s directors, supervisors and senior managers answer questions; (VI) shareholders and shareholders’ proxies vote on the proposal. The voting at the on-site meeting adopts the method of open ballot. For the online voting method, please refer to the notice of Sec Electric Machinery Co.Ltd(603988) on convening the 2021 annual general meeting of shareholders issued by the company on Shanghai Stock Exchange;
(VII) vote counter, scrutineer and witness lawyer count and scrutinize votes, and summarize the on-site and online voting results;
(VIII) the moderator announces the voting results and the resolutions of the general meeting;
(IX) shareholders and shareholders’ agents, directors, supervisors, Secretary of the board of directors and legal non voting personnel attending the on-site meeting shall sign on the meeting minutes;
(x) the lawyer reads out the legal opinion;
（11） The moderator declared the meeting closed.
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of investors and ensure the normal order and efficiency of the general meeting of shareholders, the following instructions are hereby formulated in accordance with the relevant provisions of the company law, the rules of the general meeting of shareholders of listed companies, the Sec Electric Machinery Co.Ltd(603988) articles of association, the rules of procedure of the general meeting of shareholders and other documents. All personnel attending the general meeting of shareholders are expected to strictly abide by them.
1、 The general meeting of shareholders shall set up a secretariat to be responsible for the procedure arrangement and affairs of the general meeting.
2、 During the convening of the general meeting of shareholders, the board of directors shall earnestly perform its statutory duties on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring normal procedures and discussion efficiency.
3、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
4、 Shareholders and their agents shall enter the meeting before the meeting; Those who enter midway shall obtain the permission of the meeting staff.
5、 Shareholders and their proxies attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
6、 Shareholders and their proxies who request to speak shall speak in accordance with the agenda of the meeting and with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. During the meeting, only shareholders and their agents are allowed to speak or ask questions. The speeches or questions of shareholders and their agents shall focus on the topics of the meeting, be concise and concise, and the time shall not exceed 3 minutes.
7、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
8、 After the voting procedure of the meeting, the voting of shareholders and their proxies who enter the meeting shall be invalid. Shareholders and their proxies who exit before entering the voting procedures, if entrusted, shall be handled in accordance with the relevant provisions on entrusted agency. After the voting procedures of the general meeting of shareholders are completed, the votes submitted by shareholders and their agents will be deemed invalid. 9、 The general meeting of shareholders shall not shelve or refuse to vote on all proposals that have been included in the agenda of the general meeting for any reason.
10、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
11、 Please refer to the notice of Sec Electric Machinery Co.Ltd(603988) on convening the 2021 annual general meeting of shareholders (Announcement No.: pro 2022027) disclosed on the website of Shanghai Stock Exchange on April 16 for the specific contents of the registration method, voting and voting method of this general meeting of shareholders.
12、 The instructions to the meeting shall be interpreted by the Secretariat of the general meeting of shareholders.
Proposal of 2021 annual general meeting of shareholders
Proposal 1: proposal on the work report of the board of directors in 2021. Shareholders and shareholders’ agents:
In accordance with the company law of the people’s Republic of China and other laws, regulations and normative documents, the Sec Electric Machinery Co.Ltd(603988) articles of association and the rules of procedure of the board of directors, the board of directors of the company summarized the work of 2021 and formed the work report of the board of directors of Sec Electric Machinery Co.Ltd(603988) 2021, which has been deliberated and adopted at the 18th meeting of the Fourth Board of directors of the company and is hereby submitted to the shareholders’ meeting, Please refer to the attached documents for the specific contents of the report.
Please review the above proposal. Appendix to proposal 1: work report of the board of directors in Sec Electric Machinery Co.Ltd(603988) 2021
Annex to proposal 1:
Sec Electric Machinery Co.Ltd(603988)
Work report of the board of directors in 2021
Dear shareholders and their agents
In 2021, the board of directors of Sec Electric Machinery Co.Ltd(603988) (hereinafter referred to as “the company”) strictly complied with the provisions and requirements of the company law, the securities law and other laws and regulations, the articles of association and the rules of procedure of the board of directors, earnestly performed the duties entrusted by the general meeting of shareholders, standardized operation and made scientific decisions. In 2021, the board of directors of the company led the management team and all employees to promote the annual key work plan in accordance with the company’s development strategy. All work was carried out in an orderly manner, various tasks were completed, and the good trend of sustainable and steady development of the company was maintained. The following report on the work of the board of directors in 2021 is hereby submitted to the general meeting for deliberation. 1、 Work of the board of directors in 2021 (I) standardize the operation and strive to improve the level of corporate governance
In 2021, the board of directors of the company held 7 meetings to review relevant important matters.
(II) strictly implement the resolutions of the general meeting of shareholders to ensure the smooth implementation of all decisions
During the reporting period, the company continued to improve the corporate governance structure, establish and improve the internal management and control system, continuously strengthen the information disclosure and strive to do a good job in the management of investor relations in strict accordance with the requirements of the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shanghai Stock Exchange, other relevant laws and regulations, normative documents and the articles of association, Strictly implement the resolutions of the general meeting of shareholders, give full play to the functions of the board of directors, further standardize the operation of the company and improve the level of corporate governance, so as to form a standardized and scientific business decision-making mechanism for the general meeting of shareholders, the board of directors, the board of supervisors and the management, and strive to maximize the interests of the company’s shareholders. 2、 Discussion and analysis of operation
In 2021, in the face of China’s complex international situation and various risks and challenges, China’s economic development and epidemic prevention and control both maintain a global leading position, and the overall operation of the national economy is within a reasonable range. In 2021, China’s GDP increased by 8.1% over the previous year, and the added value of all industries increased by 9.6% over the previous year, including the added value of manufacturing industry increased by 9.8%. Throughout the year, the purchase price of industrial producers increased by 11.0% over the previous year and 14.2% year-on-year in December. There was a large increase in employment in some industries, and the wages of employees generally increased. The rise in international commodity prices and China’s dual control expectations led to a further increase in producer prices. Since July, industrial production began to fall from a high level. In 2021, China’s economy will continue to recover steadily. At the same time, we should also see that the external environment is becoming more complex, severe and uncertain. China’s economy is facing triple pressures of shrinking demand, supply shock and weakening expectation.
(the above data source: the State Council Information Office’s 2021 national economic operation press conference, and the analysis of China’s macroeconomic operation trend in 2021 by Zhonghong Guoyan)
Under the complex economic environment in 2021, China’s economy has not completely shaken off the impact of the epidemic. In accordance with the business plan formulated by the board of directors at the beginning of the year, the management of the company paid close attention to the overall situation of enterprise operation and development, actively responded to various challenges, sought breakthroughs in the adverse trend, continued to tap the potential, continuously innovated marketing management and actively responded to the market
