| 证券代码：605222 | 证券简称：起帆电缆 | 公告编号：2025-054 | | --- | --- | --- | | 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 第三届董事会第四十次会议决议公告 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。 上海起帆电缆股份有限公司董事会 2025 年 8 月 1 日 上海起帆电缆股份有限公司（以下简称"公司"）第三届董事会第四十次会 议（以下简称"本次会议"）通知于 2025 年 7 月 24 日以书面、电子邮件方式发 出，会议于 2025 年 7 月 31 日在上海起帆电缆股份有限公司二楼会议室召开。本 次会议应到董事 9 名，实到董事 9 名。本次会议由董事长周桂华主持，本次会议 的召集和召开程序符合《公司法》和《公司章程》的规定。 二、董事会会议审议情况 公司董事就提交董事会审议的事项进行了充分审议，并通过如下议案： （一）审议通过《关于不向下修正"起帆转债"转股价格的议案》 截至 2025 年 7 月 31 日，公司股票已出现任意 ...

Core Points - Shanghai Qifan Cable Co., Ltd. is holding a shareholders' meeting on August 7, 2025, to ensure the orderly conduct of the meeting and protect shareholders' rights [1][2] - The meeting will include voting on various proposals, including the cancellation of the supervisory board and changes to the company's business scope [5][6][7] - The company plans to amend its articles of association and governance structures to enhance operational efficiency and compliance with legal requirements [11][12] Meeting Procedures - Shareholders must register in person on the day of the meeting, providing necessary identification and documentation [1][2] - The meeting will follow a structured agenda, allowing shareholders to express their opinions and vote on proposals [2][3] - Voting will be conducted through both on-site and online methods, with results announced post-meeting [4][5] Proposals for Consideration - Proposal to cancel the supervisory board, transferring its responsibilities to the audit committee of the board of directors [6][7] - Proposal to change the business scope to include housing leasing, reflecting the company's strategic adjustments [7][8] - Proposal to revise the articles of association to align with updated governance practices and legal standards [11][12] Board Election - The company is proposing a new board of directors, consisting of nine members, with a mix of independent and non-independent directors [13][14] - Candidates for the new board have been nominated based on their qualifications and compliance with regulatory requirements [13][14][15]

公司代码：605222 公司简称：起帆电缆 上海起帆电缆股份有限公司 2025 年第一次临时股东会会议资料 2025 年 8 月 上海起帆电缆股份有限公司 2025 年第一次临时股东会会议须知 为了维护全体股东的合法权益，确保上海起帆电缆股份有限公司（以下简称 "起帆电缆"或"公司"）股东会的正常秩序和议事效率，保证会议的顺利进行， 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》 以及公司《公司章程》《股东会议事规则》等相关法律法规的规定，特制定本须 知。 一、为确认出席会议的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 二、出席会议的股东及股东代理人须在 2025 年 8 月 7 日 8:30-13:00 到会议 现场办理签到手续，并按规定出示证券账户卡、身份证明文件或营业执照/注册 证书复印件（加盖公章）、授权委托书等，上述登记材料均需提供复印件一份， 个人登记材料复印件须个人签字，法定代表人证明文件复印件须加盖公司公章， 经验证后领取会议资料，方可出席会议。会议开始后，由会议主持人宣布现场出 席会议的股东人数 ...

| 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]