} ?>
Stock code: 688187 (A shares) Stock abbreviation: Times Electric (A shares) Announcement No.: 2025-011
Stock code: 3898 (H shares) Stock abbreviation: Times Electric (H shares)
Zhuzhou CRRC Times Electric Co., Ltd
Announcement on the resolution of the 11th meeting of the 7th board of supervisors
The Board of Supervisors and all supervisors of the Company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
1. The convening of the meeting of the board of supervisors
Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as the "Company" or "the Company") is the seventh supervisor
The eleventh meeting of the Board was held in person on 28 March 2025. Notice of meeting and meeting materials
It was sent out by email on 14 March 2025. At present, there are 4 supervisors on the board of supervisors
There were 4 members, and the meeting was presided over by Mr. Li Luo, Chairman of the Board of Supervisors. The convening of the meeting is in accordance with the relevant provisions of the Company Law and the Articles of Association, and is legal and valid.
2. Deliberations of the Board of Supervisors
1. Reviewed and approved the "Proposal on the Company's 2024 Annual Report and its Summary"
The Board of Supervisors believes that the preparation and review procedures of the 2024 annual report of Zhuzhou CRRC Times Electric Co., Ltd. comply with the provisions of laws, regulations and regulatory authorities; The content of the report is true, accurate, complete and truly reflects the actual situation of the company; There are no false records, misleading statements or material omissions; In the process of preparing the annual report, no violation of confidentiality provisions was found by the personnel involved in the preparation and review of the annual report.
The details of the 2024 Annual Report of Zhuzhou CRRC Times Electric Co., Ltd. and the Summary of the 2024 Annual Report of Zhuzhou CRRC Times Electric Co., Ltd. are published on the Shanghai Stock Exchange on the same day
Website (www.sse.com.cn).
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
This proposal still needs to be submitted to the company's shareholders' meeting for deliberation.
2. Reviewed and approved the "Proposal on the Company's 2024 Annual Financial Accounts Report"
The Board of Supervisors believes that the company's financial statements have been in accordance with the enterprise accounting standards promulgated by the Ministry of Finance of the People's Republic of China
and in all material respects reflect fairly the Company's consolidated financial results for the year ended December 31, 2024
business conditions and the Company's financial condition, as well as the consolidated results of operations and the Company's results of operations and consolidated cash flows and the Company's cash flows for the fiscal year 2024.
The Board of Supervisors approved the 2024 Annual Financial Accounts Report of Zhuzhou CRRC Times Electric Co., Ltd.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
3. Reviewed and approved the "Proposal on the Work Report of the Board of Supervisors of the Company in 2024"
During the reporting period, the Board of Supervisors conscientiously performed its supervisory duties in strict accordance with the requirements of the Company Law, the Articles of Association, the Rules of Procedure of the Board of Supervisors and relevant laws and regulations, and proceeded from effectively safeguarding the interests of the Company and the rights and interests of all shareholders.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
This proposal still needs to be submitted to the company's shareholders' meeting for deliberation.
4. Reviewed and approved the "Proposal on the Company's 2024 Environmental, Social and Corporate Governance (ESG) Report".
Case》
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
5. Reviewed and approved the "Proposal on the Company's 2024 Profit Distribution Plan"
The Board of Supervisors approved the company's annual profit distribution plan for 2024 as follows: the company intends to distribute to all shareholders based on the total share capital registered on the record date for the implementation of equity distribution (the specific date will be specified in the announcement on the implementation of equity distribution).
Cash bonuses are paid. The Company's total share capital as of February 26, 2025 is 1,369,339,712 shares (inclusive
868,907,512 A shares and 500,432,200 H shares), based on which the Company intends to distribute to all shareholders
The cash dividend of RMB 1.00 (tax included) will be distributed in shares, and the total cash dividend to be distributed will be RMB 1,369,339,712.00 (tax included), accounting for approximately 36.98% of the net profit attributable to shareholders of the listed company in the Company's 2024 consolidated statement. In 2024, the company will not give bonus shares or convert capital reserve into share capital.
If there is a change in the total share capital of the company before the equity registration date for the implementation of equity distribution, it is planned to maintain the distribution ratio per share unchanged, adjust the total distribution amount accordingly, and will announce the specific adjustment separately.
The Board of Supervisors believes that the Company's 2024 annual profit distribution plan fully considers various factors such as the Company's operating conditions, cash flow status, capital needs and future development, while taking into account the interests of all shareholders, and complies with the Notice on Further Implementing Matters Related to Cash Dividends of Listed Companies, Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies, Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, Articles of Association and other relevant regulations. There is no harm to the interests of the company's shareholders, especially small and medium-sized shareholders, the deliberation procedure is legal and compliant, and there is no obvious unreasonable or relevant shareholders abusing shareholder rights or improperly interfering in the company's decision-making.
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
This proposal still needs to be submitted to the company's shareholders' meeting for deliberation.
6. Reviewed and approved the "Proposal on the Estimated Quota of Foreign Exchange Derivatives Trading of the Company in 2025"
The Board of Supervisors approved that the Company and its subsidiaries shall carry out foreign exchange derivatives business in 2025 with a transaction quota of no more than 27.5
RMB 100 million or its equivalent in foreign currency.
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
7. Reviewed and approved the "Special Report on the Deposit and Actual Use of the Company's Raised Funds in 2024".
The Motions》
The Board of Supervisors believes that the deposit and actual use of the company's raised funds in 2024 are in accordance with the provisions of laws, regulations and institutional documents such as the Listing Rules of the Shanghai Stock Exchange's Science and Technology Innovation Board, the Self-Regulatory Rules for Listed Companies on the Shanghai Stock Exchange's Science and Technology Innovation Board No. 1 - Standardized Operation, and the Company's Management System for A-share Raised Funds. There is no disguised change in the use of raised funds and damage to the interests of shareholders, and there is no illegal use of raised funds.
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
8. Reviewed and approved the "Proposal on the Company's Risk Continuous Assessment Report on CRRC Finance Company"
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 3 votes in favor, 0 abstentions, 0 votes against, 1 abstention. Supervisor Li Luo recused himself from this proposal
Vote.
9. Reviewed and approved the "About the Company's Non-operating Capital Occupation and Other Related Capital Transactions in 2024".
Motions on the situation》
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 3 votes in favor, 0 abstentions, 0 votes against, 1 abstention. Supervisor Li Luo recused himself from this proposal
Vote.
10. Reviewed and approved the "Proposal on Continuously Optimizing the Sustainable Development (ESG) Management System"
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
11. Reviewed and approved the 2024 Internal Control Evaluation Report and Internal Control Audit Report of the Company
The Motions》
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
12. Reviewed and approved the "Proposal on the Company's 2024 Risk Assessment Report"
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
13. Reviewed and approved the "Proposal on the Company's 2024 Compliance Management Report"
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
14. Reviewed and approved the "Proposal on the 2024 Remuneration of the Company's Supervisors"
In view of the fact that all supervisors of this proposal are affiliated supervisors and should recuse themselves from voting, this proposal is directly submitted to the company's shareholders' meeting for deliberation.
The result of the vote: 0 votes in favor, 0 abstentions, 0 votes against, 4 votes to abstain.
15. Reviewed and approved the "Proposal on the Company's 2024 Continuing Connected Transactions Report"
The result of the vote: 3 votes in favor, 0 abstentions, 0 votes against, 1 abstention. Supervisor Li Luo recused himself from this proposal
Vote.
16. Reviewed and approved the "Proposal on the 2024 Performance Evaluation Report of Accounting Firms"
For details, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
17. Reviewed and approved the "Proposal on Hiring the Company's 2025 Audit Institution"
The Board of Supervisors approved the Company to engage KPMG Huazhen Certified Public Accountants (Special General Partnership) as the Company's 2025 financial report audit and internal control audit institution, and agreed to submit the proposal to the Company's shareholders' meeting for deliberation.
For details, please refer to the relevant information published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day
Announcement.
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
18. Reviewed and approved the "Proposal on Formulating the Company's Market Value Management System"
The result of the vote: 4 votes in favor, 0 abstentions, 0 votes against, 0 abstentions.
The announcement is hereby made.
Board of Supervisors of Zhuzhou CRRC Times Electric Co., Ltd
March 28, 2025
Ticker Name
Percentage Change
Inclusion Date