Announcement of Shanghai Moen Electric Co., Ltd. on providing financial assistance to its holding subsidiary

Stock code: 002451 Stock abbreviation: Moen Electric Announcement number: 2022-007

The Company and all members of the Board of Directors warrant that the content of this announcement is true, accurate and complete, without false records, misleading statements or material omissions.

Important content note:

1. The object of this financial support is the holding subsidiary of Shanghai Moen Electric Co., LTD. (hereinafter referred to as the "Company"), and the financial support method is that the company provides loans with its own funds. The amount of financial support shall not exceed 50 million RMB, and the term of the financial support contract shall be valid within one year from the date of approval by the Board of Directors. The rate for the use of funds shall not be lower than the benchmark lending rate published by the People's Bank of China for the same period.

2. The financial assistance matters are still within the scope of the Board of Directors' deliberation and do not need to be submitted to the shareholders' meeting for deliberation.

3. The other shareholders of the financial support object, Moen Cable Co., LTD. (hereinafter referred to as "Moen Cable") and Moen Holding Group Co., LTD. (hereinafter referred to as "Moen Holding"), did not provide the same financial support according to the proportion of investment due to their own insufficient funds.

4. The target of this financial assistance is the holding subsidiary of the Company, over which the Company has substantial control and influence. The Company can implement effective business, fund management and risk control to ensure the safety of the company's funds. The overall risk of this financial assistance is controllable, and there is no harm to the interests of the company and shareholders, especially minority shareholders.

I. Overview of financial assistance matters

In order to support the development of the Company's electromagnetic wire business and meet the capital turnover and daily operation needs of its holding subsidiary Jiangsu Schindler Electrical Materials Co., LTD. (hereinafter referred to as "Jiangsu Schindler Electrical"), without affecting its normal production and operation, the Company intends to provide Jiangsu Schindler Electrical with a total limit of not more than 50 million yuan with its own funds. For financial assistance with a loan term of 12 months, the loan interest rate shall be charged according to the bank loan interest rate of the same period. The term of validity of this financial assistance shall be valid for one year from the date of approval by the Board of Directors. Matters related to the amount of financial assistance provided this time will not affect the normal business operation of the company and the use of funds, and does not belong to the situation of not providing financial assistance as stipulated in the Rules for Stock Listing of Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Listed Companies on the Main Board, etc.

The 15th meeting of the fifth Board of Directors of the Company was held on February 21, 2022, and the Proposal on providing financial assistance to the Holding subsidiary was considered and passed. According to the Rules for Stock Listing of Shenzhen Stock Exchange, Guidelines on Self-Regulation of Listed Companies No. 1 - Standardized Operation of Listed Companies on the Main Board and other relevant laws and regulations and the Articles of Association of the Company, this financial assistance does not constitute an affiliated transaction, and the above financial assistance amount is within the decision-making authority of the board of Directors of the company, and does not need to be submitted to the shareholders' meeting for deliberation. The independent directors have expressed a concurred independent opinion on the matter.

2. Basic information of the recipients of financial assistance

1. Company name: Jiangsu Schindler Electrical Materials Co., LTD

Legal representative: Zhu Zhilan

Registered capital: RMB 20,000 yuan only

Date of establishment: 20 January 2021

Address: No.36, Nantang Street, Anyi Town, Baoying County, Yangzhou City

Business scope:

(1) Licensed items: wire and cable manufacturing; Import and export of goods (for projects subject to approval according to law, business activities can only be carried out after approval by relevant departments, and the specific business projects shall be subject to the approval results)

(2) General items: pneumatic power machinery and components manufacturing; Motor manufacturing; Wire and cable management; Electronic components and electromechanical components equipment manufacturing; Sales of electronic components and electromechanical components; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Mold manufacturing; Mold sales; Nonferrous metal alloy manufacturing; Electrical equipment manufacturing; Electrical equipment sales; Manufacturing of power electronic components; Sales of power electronic components; Sales of electrical and mechanical equipment; Mechanical and electrical equipment manufacturing (except for projects subject to approval according to law, independently carry out business activities according to law with business licenses)

2. Ownership structure:

3. Basic information of other shareholders

(1) Moen Cable Co. LTD

Company name: Moen Cable Co., LTD

Unified social credit code: 91321000MA20PBE06F

Company Type: Limited by shares (unlisted)

Address: No. 18 Dongyang North Road, Baoying Economic Development Zone, Yangzhou City

Legal representative: Zhu Zhilan

Registered capital: 50,000 million RMB

Establishment date: December 25, 2019

Operating period: December 25, 2019 to ******

Business scope: Development, manufacturing and sales of wire and cable and accessories; technical development, technology transfer, technical consultation, technical services of wire and cable; sales of metal materials; investment in wire and cable industry; import and export business of various kinds of commodities and technologies operated by self-management and agents (except for commodities and technologies whose import and export are restricted by the state and prohibited by the State, and projects subject to approval according to law); Business activities can only be carried out with the approval of relevant departments)

Moen Cable is a wholly-owned subsidiary of the company, which did not provide the same financial assistance to Jiangsu Schindler Electrician in accordance with the proportion of investment.

(2) Moen Holding Group Co. LTD

Company name: Moen Holding Group Co., LTD

Company Type: Limited liability company (natural person investment or holding)

Unified social credit code: 913101153180976827

Address: Room 250, Building 1, No. 6111 Longdong Avenue, Pudong New Area, Shanghai

Legal representative: Wen Zehong

Registered capital: 100,000 RMB

Business scope: General projects: project investment, project management, asset management, investment consulting, enterprise management, metal material sales, technology development, technical consulting, technical services, technology transfer in the field of information technology. [Except for projects subject to approval according to law, independently carry out business activities according to law with business licenses]

Moen Holding is a related party of the company, and does not provide the same financial assistance to Jiangsu Schindler Electrician in accordance with the proportion of investment.

4. Reasons why other shareholders of Jiangsu Schindler Electrician fail to provide financial assistance in the same proportion and the impact of financial assistance on the company

The financial support is provided unilaterally by the company using its own funds. Moen Cable failed to provide financial support to Jiangsu Schindler Electrical in the same proportion due to its lack of funds. Moen Holding has provided the company with a loan limit of not more than 300 million yuan, the specific content of which is detailed in the Announcement on Borrowing and Related Transactions to Moen Holding Group Co., LTD in 2021 disclosed by the Company on April 20, 2021 (Announcement number: 2021-015), so it failed to provide financial assistance to Jiangsu Schinda Electric in the same proportion.

Jiangsu Schindler Electrician is a holding subsidiary of the Company included in the consolidated statement. During the period of providing financial assistance to the company, the Company can implement effective business, capital management and risk control. In addition, Jiangsu Schindler Electrician has a good operating condition, sustainable operation ability and profitability, and low asset-liability ratio, so the risks of the above-mentioned financial assistance are controllable. It will not have a significant impact on the daily operation of the company, and there is no harm to the interests of listed companies.

5. Main financial indicators of the recipient:

Unit: Yuan

Note: Since Jiangsu Schindler Electric is a newly established company in 2021, there is no audited financial data for 2020.

The latest credit status of Jiangsu Schindler Electrician is good, after inquiry, Jiangsu Schindler electrician is not the person being executed for breach of trust.

6, the company in the previous fiscal year to provide financial assistance to the object:

The Company did not provide financial assistance to Jiangsu Schindler in the last fiscal year.

Iii. Main contents of the financial assistance Agreement

At present, the company has not signed a specific agreement with Jiangsu Schindler Electric on this proposal, and the company will sign the agreement in accordance with relevant provisions. The main contents of the agreement are as follows:

1. Amount and term of financial support: The Company intends to provide Jiangsu Schindler Electric with a total amount of financial support of no more than 50 million yuan, which will be paid in installments according to actual business needs. The term is subject to the actual loan agreement.

2. Source of funds: own funds.

3. Use of funds: It is used to supplement the working capital of Jiangsu Schindler Electrician to support its production and operation.

4, loan interest rate: the actual use of the funds, not lower than the People's Bank of China published the benchmark loan interest rate for the same period to pay interest, the specific loan agreement shall prevail. The Board of Directors authorizes the Chairman to handle the signing of agreements related to the financial assistance, the payment of financial assistance, and the signing of supplementary agreements on matters not covered within the scope authorized by the Board of Directors.

Iv. Financial assistance risk analysis and risk control measures

Jiangsu Schindler Electrician is the holding subsidiary of the company with 51% equity. The Company fully participates in the operation and management of Jiangsu Schindler Electrician and is able to implement effective risk control on its business, finance, capital management and other aspects. While providing financial support, the Company will strengthen the operation and management of the holding subsidiary and actively track the progress of its daily production and operation and project construction. Pay close attention to the changes in the production and operation, assets and liabilities of the funded objects, continue to strengthen the supervision and management of the holding subsidiaries, control capital risks, and ensure the safety of funds.

V. Opinions of the Board of Directors

The Company provides financial support for Jiangsu Schindler Electricians based on the needs of the operation and development of Jiangsu Schindler Electricians, helps to solve the working capital needs of its normal production and operation, is conducive to its operation and business expansion, and is in line with the interests of the company and all shareholders.

The Board of directors of the company made a comprehensive assessment of the recipient's asset quality, business conditions, industry prospects, solvency, credit status, etc., and concluded that the recipient has strong profitability and performance ability, and the company's risk of providing financial assistance to Jiangsu Schindler Electrotechnical Company is controllable. In addition, the use rate of the financial assistance funds is not lower than the benchmark loan interest rate announced by the People's Bank of China for the same period, the pricing is fair, and there is no harm to the interests of listed companies and all shareholders, especially minority shareholders.

To sum up, the Board of Directors agrees that the financial assistance provided to Jiangsu Schindler Electric shall not exceed RMB 50 million yuan, and the loan shall be valid for one year from the date of approval by the Board of Directors.

6. Opinions of independent directors

All the independent directors of the Company believe that the financial assistance matters make up the capital gap in the daily operation of Jiangsu Schindler Electric and contribute to the further development of its business, the fund usage rate is not lower than the benchmark loan interest rate published by the People's Bank of China for the same period, the voting procedure is legal and compliant, and there is no harm to the interests of the company and all shareholders, especially minority shareholders. Therefore, we have unanimously agreed to provide this financial assistance.

Vii. Cumulative amount of financial assistance provided and overdue amount

The company did not provide financial assistance to Jiangsu Schindler Electric before this financial assistance; After the financial assistance quota is provided, the total balance of financial assistance provided by the Company to the holding subsidiary Jiangsu Schindler Electrician accounts for 7.09% of the audited net assets of the company in the latest period.

In addition to the amount of financial assistance provided to the holding subsidiary, the Company and the holding subsidiary do not provide financial assistance to units other than the consolidated statement, and there is no overdue amount.

8. Documents for reference

1. The 15th meeting of the fifth Board of Directors of the Company;

2. Independent opinions of the company's independent directors on matters related to the 15th meeting of the fifth Board of Directors;

3. Loan contract

It is hereby announced.

Shanghai Moen Electric Co., LTD. Board of directors

February 22, 2002

Stock code :002451 Stock abbreviation: Moen Electric Announcement number :2022-008

Shanghai Morn Electric Equipment Co., Ltd.

Announcement of the 15th meeting of the fifth Board of Directors

The Company and all members of the Board of Directors warrant that the content of this announcement is true, accurate and complete, without false records, misleading statements or material omissions.

On February 21, 2022, the 15th meeting of the fifth Board of Directors of Shanghai Moen Electric Co., LTD. (hereinafter referred to as the "Company") was held in the company's conference room by on-site communication. Of the 7 directors who should vote at this meeting, 7 directors actually attended the meeting, of which 3 attended by means of communication. Notice of the meeting was notified to all Directors by telephone and email on February 18, 2022. The meeting was chaired by Ms. Zhu Zhilan, chairman of the board. The meeting was held in accordance with the Company Law of the People's Republic of China and the Articles of Association of Shanghai Moen Electric Co., LTD., and other relevant laws, regulations and regulatory documents. After deliberation, the directors attending the meeting reached the following resolution:

I. Deliberating and adopting the Proposal on Providing Financial Assistance to Majority-Owned Subsidiaries

Voting result: In favor of 7; The number of dissenters and abstentions was 0.

In order to support the development of the Company's electromagnetic wire business and meet the capital turnover and daily operation needs of its holding subsidiary Jiangsu Schindler Electrical Materials Co., LTD. (hereinafter referred to as "Jiangsu Schindler Electrical"), without affecting its normal production and operation, the Company intends to provide Jiangsu Schindler Electrical with a total limit of not more than 50 million yuan with its own funds. For financial assistance with a loan term of 12 months, the loan interest rate shall be charged according to the bank loan interest rate of the same period. The term of validity of this financial assistance shall be valid for one year from the date of approval by the Board of Directors.

The "Announcement on Providing Financial Assistance to Majority-Controlled Subsidiaries" was published on the same day in China Securities Journal, Securities Times, Securities Daily, Shanghai Securities News and www.cninfo.com.cn.

The independent directors of the Company have expressed independent opinions on this motion, for details, please refer to the "Independent Opinions of the Independent Directors of Shanghai Moen Electric Co., Ltd. on Providing Financial Assistance to its Holding Subsidiary" published on www.cninfo.com.cn on the same day.

It is hereby announced.

Shanghai Morn Electric Equipment Co., Ltd.

Board of directors

February 22, 2002