Quakesafe Technologies Co.Ltd(300767)
2021 annual report of independent directors
Dear shareholders and their agents
As an independent director of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company”), in accordance with the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange In accordance with the provisions of laws, regulations and relevant systems such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, we earnestly, diligently and scrupulously perform the duties and obligations of independent directors in our work, give full play to the role of independent directors and pay full attention to the development of the company with the attitude of being responsible to the company and all shareholders, Carefully considered various proposals of the board meeting, participated in major decisions of the company, focused on the implementation of the company’s development strategy, objectively and fully expressed independent opinions on relevant matters, and effectively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows: I. attendance at the board of directors and shareholders’ meetings during the reporting period
In 2021, the convening, convening, deliberation and voting of the board of directors and general meeting of shareholders of the company complied with legal procedures, and the disclosure procedures of major matters of the company were legal and effective. Our attendance at the meeting is as follows:
(I) attendance at board meetings
Number of times the entrusting party should attend the meeting in person
Zhou Fulin 9 1 8 0 0 no
Ding Jiemin 9 1 8 0 0 no
Huo Wenying 9 1 8 0 0 0 no
Fang Ziwei 9 1 8 0 0 0 no
In 2021, the company held nine board meetings, i.e. the fourth to the twelfth meetings of the third board of directors. The independent directors of the company attended the meeting in person, and there was no absence or authorization to entrust others to attend. The independent directors of the company have made a detailed understanding of the proposals of the board of directors, carefully considered the proposals submitted to the board of directors, actively participated in the discussion and put forward reasonable suggestions. We voted in favour of all the proposals considered at the meeting of the board of directors without objection or abstention. The independent directors also expressed independent opinions on the proposal of the company’s equity distribution and remuneration plan, the change of accounting policies, the amendment of the articles of association, the proposal of futures hedging business, the public issuance of convertible corporate bonds, the grant of equity incentives and other matters.
The board of directors of the company sets up an audit committee, a strategy committee, a nomination committee and a remuneration and assessment committee. The members of the special committee are all composed of directors, among which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. During the reporting period, we carefully reviewed the materials of the special committee, actively participated in the meetings of the special committee, and put forward opinions and suggestions on the topics of the meeting in accordance with the provisions of the standards for the governance of listed companies and other laws, regulations and relevant systems.
The company guarantees that independent directors enjoy the same right to know as other directors, provides necessary information and working conditions for independent directors to perform their duties, and gives active cooperation and support in the process of independent directors’ performance, so as to ensure the effective performance of their duties.
(II) attendance at the general meeting of shareholders
Name number of shareholders’ meetings held during his term of office number of attendance
Zhou Fulin 1
Ding Jiemin 1
Huo Wenying 1
Square self dimension 1
In 2021, the company held a general meeting of shareholders, that is, the 2020 annual general meeting of shareholders. All independent directors of the third board of directors attended the meeting in person.
2、 Key issues of independent directors’ performance in 2021
(I) Annual Report
In the process of the company’s annual financial report and internal control audit, the independent directors of the company communicate with the annual audit certified public accountant, and listen to the report of the management on the company’s production and operation and the report of the financial director on the annual financial status and operation results. Understand the development status of the company and the difficulties existing in the production and operation of the company, and put forward objective suggestions combined with their own business knowledge and professional experience.
(II) reappointment of audit institutions
ShineWing Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution in 2020, he strictly followed relevant laws, regulations and relevant policies, worked diligently and responsibly, issued audit opinions fairly and reasonably, and the audit report issued can fairly and truly reflect the company’s financial situation and operating results. Therefore, it is proposed to continue to appoint ShineWing Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and request the general meeting of shareholders to authorize the company’s operation and management to negotiate with the audit institution to determine the audit fee according to the actual business situation and market situation in 2021.
We believe that it is conducive to the improvement of the quality of audit work of Yongzhong Certified Public Accountants (LLP) and other shareholders, especially to the protection of the special interests of small and medium-sized shareholders of the listed company. ShineWing Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, and the review procedures comply with the relevant provisions of relevant laws and regulations. Therefore, it is agreed to continue to appoint ShineWing Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
(III) implementation of internal control
The company has established an internal control system for the businesses and matters included in the evaluation scope in accordance with the basic norms of enterprise internal control and other laws, regulations and normative documents.
In 2020, the company maintained the effectiveness of internal control in all major aspects, and the internal control was effectively implemented.
The internal control assurance report (xyzh / 2021kmaa50050) issued by ShineWing Certified Public Accountants (special general partnership) believes that effective internal control related to financial statements has been maintained in all major aspects on December 31, 2020 in accordance with the basic norms of enterprise internal control and relevant regulations.
(IV) equity distribution
According to the plan for profit distribution and conversion of capital reserve into share capital in 2020 approved by the 2020 annual general meeting of shareholders held on May 18, 2021 (for details, see www.cn.cninfo.com on April 26, 2021 and May 19, 2021) info. com. cn. Announcement of Quakesafe Technologies Co.Ltd(300767) 2020 profit distribution and capital reserve conversion plan (Announcement No.: 2021031), announcement of Quakesafe Technologies Co.Ltd(300767) 2020 annual general meeting resolution (Announcement No.: 2021048)].
We believe that the profit distribution plan for 2020 formulated by the board of directors of the company comprehensively considers the current actual financial situation, profitability and future development planning of the company, which is conducive to the normal operation and healthy development of the company and is in line with the long-term interests of all shareholders of the company. There is no violation of laws, regulations and articles of association, or damage to the interests of shareholders of the company, especially small and medium-sized shareholders.
(V) external guarantee and fund occupation
According to the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the articles of association of the company, there was no external guarantee of the company and its subsidiaries in 2021; There is no guarantee for the actual controller and its affiliates, debt guarantee directly or indirectly for the guaranteed object with an asset liability ratio of more than 70%, or guarantee for any legal entity or individual; There is no illegal guarantee for major shareholders. As of December 31, 2021, the external guarantee balance of the company and its subsidiaries was 0 yuan.
In 2021, the company will not be occupied by non operating funds of related parties; There is also no situation of “occupation during the period and return at the end of the period”.
(VI) performance of commitments of the company and shareholders
By the end of 2021, the actual controller, shareholders, related parties, acquirers and the company had no overdue and unfulfilled commitments or commitments that did not meet the requirements of regulatory guidelines.
(VII) deposit and use of the company’s raised funds in 2020
On April 22, 2021, the company prepared and completed the special report on the deposit and use of raised funds in 2020 in accordance with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and so on.
We verified that the deposit and use of the company’s raised funds in 2020 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and there is no illegal use of the raised funds, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The contents of the company’s special report on the storage and use of raised funds in 2020 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
(VIII) on replacing the self owned funds invested in the project with the funds raised by convertible bonds
At the 6th meeting of the 3rd board of directors held on April 22, 2021, the company deliberated and approved the proposal on using the raised investment fund to replace the self owned funds of the investment projects invested with the raised funds in advance (for details, please refer to www.cn.cn on April 26, 2021) info. com. cn. Announcement on the resolution of the sixth meeting of the third board of directors of Quakesafe Technologies Co.Ltd(300767) Co., Ltd. (Announcement No.: 2021029) and announcement on replacing self owned funds of investment projects invested with raised funds in advance with funds raised by convertible bonds of Quakesafe Technologies Co.Ltd(300767) Co., Ltd. (Announcement No.: 2021034).
We believe that it is necessary and reasonable for the company to use the raised funds to replace its own funds that have been invested in the investment projects with raised funds in advance, which is conducive to protecting the legitimate rights and interests of investors, improving the use efficiency of raised funds and maximizing the interests of investors. The replacement amount and procedures comply with the provisions of laws, regulations and the company’s system and the relevant arrangements of the issuance application documents. There is no conflict with the implementation plan of the capital investment project, does not affect the normal progress of the raised capital investment project, and does not change the investment direction of the raised capital in a disguised manner and damage the interests of the company and all shareholders.
(IX) about using some idle raised funds and idle self owned funds for cash management
At the sixth meeting of the third board of directors held on April 22, 2021, the company deliberated and approved the proposal on cash management using some idle raised funds and idle self owned funds (for details, please refer to www.cn.cninfo.com on April 26, 2021) info. com. cn. Announcement on the resolution of the sixth meeting of the third board of directors of Quakesafe Technologies Co.Ltd(300767) Co., Ltd. (Announcement No.: 2021029) and announcement on cash management using some idle raised funds and idle self owned funds of Quakesafe Technologies Co.Ltd(300767) Co., Ltd. (Announcement No.: 2021035)].
We believe that the company’s current operation is in good condition. On the premise of ensuring the normal operation of the company and the capital demand and capital safety of the investment projects with raised funds, the use of some idle funds for cash management and the purchase of financial products with high safety and good liquidity are not venture capital, which is conducive to improving the use efficiency of the company’s funds, increasing the income of the company’s cash assets and will not affect the use of funds in daily operation, It will not affect the normal progress of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner, which is in line with the interests of the company, relevant laws and regulations and the provisions of the company’s raised funds management system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(x) implementation of information disclosure
In 2021, the company disclosed 4 regular reports, 148 temporary announcements and 49 online disclosure materials. The company was able to perform the obligation of information disclosure in a timely, true, accurate and complete manner and effectively safeguard the legitimate rights and interests of investors in strict accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines and the information disclosure affairs management system. In August 2021, the company’s information disclosure was rated a by the Shenzhen Stock Exchange.
（11） Appointment of senior managers
On April 22, 2021, the company held the sixth meeting of the third board of directors, deliberated and approved the proposal on the appointment of senior managers by the company [see details in 2021]
