Quakesafe Technologies Co.Ltd(300767)
Work report of the board of directors in 2021
In 2021, the board of directors of the company strictly followed the company law, the securities law and the guidelines for the governance of listed companies
Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory
Guideline No. 2 – laws, regulations, departmental rules and the articles of association of the company
The rules of procedure of the board of directors and other relevant provisions on internal control, earnestly implement the resolutions of the general meeting of shareholders,
Faithfully and diligently perform their duties, promote the standardized operation of the company, improve the level of corporate governance, and protect the legitimate rights and interests of all shareholders
Rights and interests. The report on the work of 2021 is as follows, and all directors are invited to review it.
1、 Performance and work of directors during the reporting period
(I) convening of the board of directors and performance of the chairman and directors
In 2021, all directors of the board of directors of the company strictly followed the requirements of relevant laws, regulations and the articles of association
To earnestly and diligently perform their duties, attend the board of directors and shareholders’ meetings in the reporting period on time, and respond to all proposals
Conduct careful deliberation and prudent decision-making. Strategy Committee, nomination committee, audit committee and Remuneration Committee of the board of directors
And the four special committees of the assessment committee earnestly perform their duties in accordance with the provisions of the detailed rules for the implementation of each special committee,
Give full play to the professional decision-making and supervision functions of each special committee, and effectively promote the scientific and efficient decision-making of the board of directors.
The chairman of the company keeps close communication with all major shareholders and directors, actively coordinates the relationship between all parties, and takes the initiative seriously
Hold the work of the board of directors, convene and preside over the meetings of the board of directors according to law, so as to ensure the legality, compliance and
Efficient convening. The chairman of the board fully guarantees the right to know of the independent directors and the Secretary of the board of directors and performs their duties for all directors
Responsibility to create good conditions. Under the leadership of the chairman of the board of directors, continuously improve corporate governance, improve internal control system
The standard operation level has been continuously improved.
1. Board of directors in the reporting period
Meeting session date disclosure date meeting resolution
On February 1, 2021 and February 1, 2021, the third board of directors deliberated and approved the proposal on granting restricted shares to the incentive objects of the 2020 restricted stock incentive plan.
Meeting
1. Deliberated and passed the proposal of the third board of directors on the issuance scheme of convertible corporate bonds to unspecified objects in March 2021 and March 2021; 2. Deliberated and passed the proposal on the May 09-10 meeting of the company on issuing convertible corporate bonds to unspecified objects; 3. Deliberated and passed the proposal on the company issuing convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing a supervision agreement for raised funds; 4. The proposal on applying for comprehensive credit line from banks was deliberated and adopted.
1. Deliberated and passed the proposal on the company’s 2020 general manager’s work report; 2. Deliberated and passed the proposal on the company’s 2020 work report of the board of directors; 3. Deliberated and passed the proposal on the company’s 2020 annual financial statement report; 4. Deliberated and passed the proposal on the company’s 2020 annual report and its summary; 5. Deliberated and approved the plan for profit distribution and conversion of capital reserve into share capital in 2020; 6. Deliberated and passed the proposal on Amending the articles of Association; 7. The proposal on the renewal of the company’s audit institution in 2021 was deliberated and adopted. 8. The third board of directors deliberated and approved the proposal on the company’s 2020 internal control self-evaluation report in April 2021; 9. On June 22 and June 26, the board of directors deliberated and approved the special report on the deposit and use of the company’s raised funds in 2020
Proposal on the report of the meeting; 10. Deliberated and passed the proposal on replacing self owned funds invested in projects with raised funds in advance; 11. Deliberated and passed the proposal on using some idle raised funds and idle self owned funds for cash management; 12. Deliberated and adopted the proposal on developing futures hedging business; 13. Deliberated and passed the proposal on the appointment of senior managers of the company; 14. Deliberated and passed the proposal on the first quarter report of the company in 2021; 15. Deliberated and passed the proposal on applying for comprehensive credit line from banks; 16. The proposal on convening the 2020 annual general meeting of shareholders of the company was deliberated and adopted.
1. Deliberated and adopted the proposal of the third board of directors on increasing capital and holding Changzhou Green Electric Machinery Manufacturing Co., Ltd. from July 2021 to July 2021; 2. Deliberated and passed the proposal on adjusting the number of awards under the 2020 restricted stock incentive plan and the grant price on July 15 and 16 of the board of directors; 3. Deliberated and adopted the proposal on Amending the system of registration, meeting preparation and confidentiality of insiders of insider information; 4. Deliberated and passed the proposal on changing the Secretary of the board of directors of the company; 5. The proposal on applying for comprehensive credit line from banks was deliberated and adopted.
On August 1, 2021 and August 1, 2021, the third board of directors deliberated and approved the statement on the preparation of the company’s 2021 semi annual report and its summary; 2. On August 26 and 28, the board of directors deliberated and approved the proposal on the special meeting report on the deposit and use of the company’s raised funds in the half year of 2021.
The third board of directors October 2021 October 2021
On September 20 and 21, the Council deliberated and passed the proposal on not redeeming “Zhen’an convertible bonds” in advance.
Meeting
The third board of directors October 2021 October 2021
The proposal on the third quarterly meeting of the company on October 29 was adopted.
Meeting
The third board of directors November 2021 November 2021
On October 17 and 18, the board deliberated and approved the proposal on applying for comprehensive credit line from banks
One meeting
On December 1, 2021, the third board of directors deliberated and approved the proposal on the extension of some investment projects with raised funds;
On October 24 and 25, the meeting deliberated and adopted the proposal on applying for comprehensive credit line from banks.
Second meeting
2. Attendance of directors at the board of directors and shareholders’ meeting
Attendance of directors at the board of directors and shareholders’ meeting
Twice in a row
During the reporting period, the directors who should attend the on-site meeting attended the entrusted directors by means of communication. The names of the directors who were absent from the shareholders’ meeting did not attend the meeting in person
Number of meetings of the board of directors number of meetings of the board of directors number of meetings
Board meeting
Li Tao 9 7 2 0 0 0 0 1
Long Yungang 9 9 0 0 0 0 No 1
Beam culvert 9 9 0 0 0 0 No 0
Tang Jun 9 9 0 0 0 No 0
Guan Qingsong 9 9 0 0 0 0 No 1
Zhou Fulin 9 1 8 0 0 0 No 1
Ding Jiemin 9 1 8 0 0 0 No 1
Huo Wenying 9 1 8 0 0 0 No 1
Fang Ziwei 9 1 8 0 0 0 No 1
3. Other instructions for directors to perform their duties
During the reporting period, the company actively provided necessary working conditions for directors to perform their duties and rights
According to the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange
Relevant laws and regulations such as self regulatory guidelines for listed companies on the exchange No. 2 – standardized operation of companies listed on the gem
And the articles of association, give full play to the role of directors and pay full attention to the development of the company
Carefully consider the proposals of the board meeting, participate in major decisions, and express opinions objectively and fully,
We have treated all shareholders fairly and effectively safeguarded the legitimate rights and interests of all shareholders, especially minority shareholders.
(II) situation of special committees under the board of directors during the reporting period
1. Audit Committee
During the reporting period, the audit committee strictly followed the provisions of the articles of association and the working rules of the audit committee
Carry out work in accordance with relevant regulations and earnestly perform their duties. In 2021, the audit committee held four meetings for the public
Regular reports, internal audit, deposit and use of raised funds, appointment of accounting firms, changes in accounting policies
And other matters, and played a practical role in the communication, supervision and verification of the company’s internal and external audit
effect.
2. Remuneration and assessment committee
During the reporting period, the remuneration and appraisal committee strictly followed the articles of association and the remuneration and appraisal committee
Relevant provisions of the working rules
