| 证券代码：605222 | 证券简称：起帆电缆 | 公告编号：2025-053 | | --- | --- | --- | | 债券代码：111000 | 债券简称：起帆转债 | | 上海起帆电缆股份有限公司 关于"起帆转债"预计触发转股价格向下修正条件的提示性 公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 由于公司实施了 2021 年限制性股票激励计划事项，导致总股本发生变化， 公司可转债的转股价格由 20.53 元/股调整为 20.10 元/股，调整后的转股价格于 2021 年 10 月 29 日开始生效。具体内容详见公司于 2021 年 10 月 28 日披露的《关 于可转换公司债券转股价格调整的公告》（公告编号：2021-094）。 由于公司实施了 2021 年度利润分配，本次派发现金股利后，起帆转债的转 股价格由 20.10 元/股调整为 19.86 元/股，调整后的转股价格自 2022 年 5 月 23 日开始生效。具体内容详见 2022 年 5 月 17 日披露的《关于可转换公司债券转 ...

Group 1 - The company has decided to abolish its supervisory board, transferring its responsibilities to the audit committee of the board of directors, effective from July 1, 2024 [1][62]. - The supervisory board's term has expired, and the decision aligns with the new regulations under the Company Law and related guidelines [1][62]. - The company expresses gratitude to the supervisory board members for their contributions during their tenure [2]. Group 2 - The company has proposed changes to its business scope, including the addition of housing leasing services, to mitigate operational risks and promote sustainable development [4][5]. - The previous business scope included the production and sale of various electrical materials and services, while the revised scope will now also encompass housing leasing [6][8]. - The amendments to the company's articles of association and internal governance systems are aimed at enhancing corporate governance [9][7]. Group 3 - The company will hold its first extraordinary general meeting of 2025 on August 7, 2025, to discuss the proposed changes and other matters [11][13]. - The meeting will utilize a combination of on-site and online voting methods for shareholders [13][14]. - Shareholders must register to attend the meeting and can delegate their voting rights to representatives [20][24].

Meeting Information - The company will hold its first extraordinary general meeting of 2025 on August 7, 2025, at 14:00 in the conference room on the second floor of Building 6, Shanghai Qifan Cable Co., Ltd. [1][3] - The meeting will utilize both on-site and online voting methods, with online voting available from 9:15 to 15:00 on the same day [3][4]. Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system, either via the trading system or the internet voting platform [3][4]. - Shareholders holding multiple accounts can vote using any of their accounts, but the first voting result will be considered valid if there are duplicate votes [4][5]. Shareholder Rights - Only shareholders registered with the China Securities Depository and Clearing Corporation Limited Shanghai Branch as of the close of trading on August 4, 2025, are entitled to attend the meeting [5]. - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder [5]. Agenda and Proposals - The meeting will review proposals that have already been approved by the company's board and supervisory board [2][3]. - There are no related shareholders that need to abstain from voting on the proposals [3]. Contact Information - For inquiries, shareholders can contact Chen Yongda at 021-37217999 [6].

Group 1 - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors [1][2] - The decision was made in accordance with the new Company Law and related regulations effective from July 1, 2024, and the transitional arrangements announced by the China Securities Regulatory Commission [1] - The cancellation of the supervisory board is not expected to negatively impact the company's governance or operations [1] Group 2 - The proposal to cancel the supervisory board will be submitted for approval at the shareholders' meeting [2] - Until the shareholders' meeting approves the proposal, the supervisory board and its members will continue to fulfill their duties as per legal and regulatory requirements [2] - The company expresses gratitude to the supervisory board members for their contributions during their tenure [2]

Group 1 - The company is undergoing a board re-election process as the term of the third board has expired, with the fourth board to consist of 9 directors: 6 non-independent and 3 independent [1][2] - The board has nominated candidates for the fourth board, including 6 non-independent directors and 3 independent directors, all of whom meet the qualifications required by relevant laws and regulations [2][3] - The current board members have been recognized for their diligence and contributions to the company's development during their tenure [3] Group 2 - The nominated non-independent directors include Zhou Guihua, Zhou Guixing, Zhou Gonghua, Chen Yongda, Guan Zifang, and Han Baozhong, while the independent director candidates are Li Guowang, Liu Huakai, and Hong Bin [2][4][5][6][7] - The independent director candidates have obtained the necessary qualifications and will be submitted for approval after the Shanghai Stock Exchange's review [2] - The company emphasizes that all candidates have not faced any administrative penalties or disqualifications that would prevent them from serving as directors [2]

Core Points - The candidate for the independent director position at Shanghai Qifan Cable Co., Ltd. has declared their qualifications and independence, ensuring compliance with relevant laws and regulations [1][3][4] - The candidate possesses over five years of experience in economics and management, and has completed recognized training [1][2] - The candidate confirms no relationships that could impair their independence, including not holding significant shares or positions in related companies [1][3] Summary by Sections - **Qualifications**: The candidate meets the qualifications set by the Company Law of the People's Republic of China and other relevant regulations, including the rules from the China Securities Regulatory Commission [1][3] - **Independence**: The candidate does not fall under any categories that would compromise their independence, such as being employed by the company or holding significant shares [1][3] - **No Disciplinary Records**: The candidate has no adverse records, including administrative penalties or criminal charges from the China Securities Regulatory Commission in the past 36 months [2][3] - **Commitment**: The candidate commits to adhering to all legal and regulatory requirements during their tenure as an independent director and will resign if they no longer meet the qualifications [4]

Core Viewpoint - The nomination of Mr. Liu Huakai as an independent director candidate for the fourth board of Shanghai Qifan Cable Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence requirements [1][2][3] Summary by Sections Nomination and Qualifications - Mr. Liu Huakai has been nominated as an independent director candidate and has agreed to take on the role, having a solid understanding of the company's operations and relevant regulations [1] - The nominee possesses over five years of experience in accounting and finance, and has completed recognized training [1] Compliance with Regulations - The nominee meets the qualifications set forth by various laws and regulations, including the Company Law of the People's Republic of China and the rules established by the China Securities Regulatory Commission [1] - The nominee's independence is confirmed, as he does not fall under any disqualifying conditions outlined in the regulations [1][2] Absence of Negative Records - The nominee has no adverse records such as administrative penalties from the China Securities Regulatory Commission or criminal charges in the last 36 months [2] - The nominee has not been publicly reprimanded by the stock exchange or faced significant credit issues [2] Experience and Expertise - Mr. Liu Huakai is a qualified accounting professional with a master's degree in accounting, holding certifications as a Chinese Certified Public Accountant and Senior Accountant, and has over five years of full-time experience in accounting and finance [2] Confirmation of Independence - The nomination has passed the qualification review by the nomination committee of the third board, confirming no conflicts of interest that would hinder independent performance [3]

Core Viewpoint - Shanghai Qifan Cable Co., Ltd. is planning to change its business scope to include housing leasing, aiming to mitigate operational risks and promote sustainable development [1][2]. Business Scope Change - The company is expanding its business scope to include housing leasing, in addition to its existing operations in manufacturing and selling electrical wires and cables, hardware, and other related services [2][4]. - The previous business scope included production and sales of electrical wires and cables, hardware, building materials, and various technical services, while the new scope adds housing leasing to these activities [2][4]. Company Charter Revision - The company is revising its charter to improve governance structure and comply with relevant laws and regulations, including the Company Law and the Shanghai Stock Exchange listing rules [3][5]. - Specific changes include the removal and modification of terms related to the supervisory board, replacing them with references to the audit committee and its members [3][4]. Internal Governance System Changes - The company plans to revise several internal governance systems to enhance operational compliance, with some changes requiring shareholder approval [5]. - The revised internal governance systems will be disclosed on the Shanghai Stock Exchange website and other designated media [5].

Core Viewpoint - The document outlines the insider information management system of Shanghai Qifan Cable Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights [1][2]. Group 1: General Provisions - The company establishes this system to regulate insider information management and ensure confidentiality [1]. - The board of directors is responsible for managing insider information, with the chairman as the main responsible person and the board secretary organizing implementation [1][2]. - Any department or individual must not disclose insider information without board approval [2]. Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's securities or market price [7]. - The scope of insider information includes major changes in business policies, significant asset transactions, important contracts, major debts, and other critical events [8][9]. Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, shareholders holding more than 5% of shares, and other relevant personnel [5][6]. - Non-insider information recipients must refrain from inquiring about insider information [6]. Group 4: Registration and Filing of Insider Information Recipients - The company must maintain accurate records of insider information recipients and report them to the Shanghai Stock Exchange [11][12]. - Specific events, such as major asset restructuring or significant share transfers, require the submission of insider information recipient records [12][13]. Group 5: Confidentiality Management and Accountability - The company must ensure that insider information recipients sign confidentiality agreements and understand their obligations [23][24]. - Violations of confidentiality or insider trading will result in penalties and potential legal action [25][26][30]. Group 6: Miscellaneous Provisions - The document will be interpreted and revised by the company's board of directors and will take effect upon approval [33][34].

Core Viewpoint - The internal audit management system of Shanghai Qifan Cable Co., Ltd. aims to standardize internal audit work, clarify the responsibilities of the internal audit organization and personnel, and enhance internal control, operational management, and economic efficiency [3][4]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by the company's internal organization or personnel to assess the effectiveness of internal control and risk management, the authenticity and completeness of financial information, and the efficiency and effectiveness of operational activities [3]. - The internal audit system is established to provide reasonable assurance regarding compliance with laws and regulations, improve operational efficiency, safeguard company assets, and ensure the accuracy and completeness of information disclosure [3]. Group 2: Internal Audit Organization and Personnel - The company will establish an audit committee under the board of directors to guide and supervise the internal audit department, with all members being directors, and an independent director with accounting expertise serving as the convener [4]. - The internal audit department will maintain independence and will not be under the leadership of the financial management department [4][5]. - Internal audit personnel must possess political qualities, professional titles, knowledge, experience, and effective communication skills to ensure the effective execution of internal audit tasks [5]. Group 3: Internal Audit Objectives and Scope - The overall objective of internal audit is to maintain the safety and integrity of company assets and ensure the legality and compliance of financial operations [4]. - The scope of internal audit includes all subsidiaries, branches, functional departments, and other established institutions of the company, focusing on the authenticity, legality, and effectiveness of financial reports and related documents [7]. Group 4: Responsibilities of Internal Audit Institution - The internal audit institution is responsible for formulating annual and specific audit plans, which must be approved by the board of directors' audit committee [8]. - The internal audit institution will conduct audits on the legality, compliance, authenticity, and completeness of accounting materials and other economic data of the company and its subsidiaries [8][9]. Group 5: Audit Procedures and Reporting - The internal audit institution must submit an annual internal audit work report to the audit committee within two months after the end of each accounting year [14]. - Audit reports must be objective, accurate, clear, complete, and constructive, detailing the audit purpose, scope, findings, conclusions, and recommendations [34][35]. Group 6: Compliance and Penalties - The internal audit institution can propose corrective measures and deadlines for any identified deficiencies in internal controls and monitor the implementation of these measures [22]. - Any violations of the internal audit regulations by the audited units may lead to penalties, including legal actions against responsible personnel if necessary [27][28].