Securities code: Quakesafe Technologies Co.Ltd(300767) securities abbreviation: Quakesafe Technologies Co.Ltd(300767) Announcement No.: 2022006 bond Code: 123103 bond abbreviation: Zhen’an convertible bond
Quakesafe Technologies Co.Ltd(300767)
Announcement of resolutions of the 13th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
(I) Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company” or “the company”) notified all directors of the 13th meeting of the third board of directors by email on March 7, 2022.
(II) the meeting was held in the company’s conference room on March 17, 2022 by combining on-site voting and communication voting.
(III) there were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. All directors attended the meeting in person without entrusting others to attend. Among them, Mr. Li Tao, chairman of the company, Mr. Liang Han, independent directors Mr. Zhou Fulin, Mr. Ding Jiemin, Mr. Huo Wenying and Mr. Fang Ziwei attended the meeting by means of communication voting.
(IV) the meeting was presided over by Li Tao, chairman of the company.
(V) the number of voting participants and the convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s 2021 general manager’s work report.
After deliberation, all directors agreed that the procedures for the preparation and deliberation of the company’s 2021 annual general manager’s work report comply with laws, regulations and the provisions of the CSRC; The contents of the report truly, accurately and completely reflect the work and actual operation and management of the company’s management in 2021, and there are no false records, misleading statements or major omissions.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021.
After deliberation, all directors agreed that the procedures for the company to prepare and review the work report of the board of directors in 2021 comply with laws, regulations and the provisions of the CSRC; The contents of the report truly, accurately and completely reflect the work of the board of directors of the company, and there are no false records, misleading statements or major omissions [for details, see the work report of the board of directors in 2021 published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report.
After deliberation, all directors agreed that the company has sound financial system, standardized financial operation and good financial condition. The company’s 2021 financial statement truly and fairly reflects the company’s financial condition and operating results in 2021 [see the 2021 financial statement published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company’s annual report for 2021 and its summary.
After deliberation, all directors agreed that the annual report of the company in 2021 and its summary comply with laws, administrative regulations, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the content of the report is true, accurate and complete without any false records Misleading statements or major omissions [for details, please refer to the 2021 annual report and 2021 annual report (Abstract) published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and approved the plan for profit distribution and conversion of capital reserve into share capital in 2021.
After deliberation, all directors agreed that the company’s 2021 profit distribution and capital reserve converted into share capital plan were in line with the relevant provisions of the notice on further implementation of cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash bonus of listed companies, the articles of association and the company’s plan for shareholders’ dividend return in the next three years (20202022), Taking into full account the company’s actual profitability, future development capital needs and shareholders’ return on investment and other comprehensive factors, it is in line with the interests of the company and all shareholders [for details, see the announcement on the 2021 profit distribution and capital reserve conversion plan published on www.cn.info.com.cn on March 19, 2022].
The independent directors of the company have expressed their independent opinions on this proposal [for details, see the independent opinions of Quakesafe Technologies Co.Ltd(300767) independent directors on matters related to the 13th meeting of the third board of directors published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the proposal on the company’s 2021 internal control self-evaluation report was deliberated and adopted.
After deliberation, all directors agreed that the company has established a relatively perfect internal control system and can be effectively implemented. The company’s 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company’s internal control system [for details, see the internal control self-evaluation report published on www.cn.info.com.cn on March 19, 2022].
The independent directors of the company have expressed their independent opinions on this proposal [for details, see the independent opinions of Quakesafe Technologies Co.Ltd(300767) independent directors on matters related to the 13th meeting of the third board of directors published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the special report on the deposit and use of the company’s raised funds in 2021.
After deliberation, all directors agreed that the deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the CSRC 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 deposit and use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions [see the special report of Quakesafe Technologies Co.Ltd(300767) board of directors on the deposit and use of raised funds in 2021 published on www.cn.info.com.cn on March 19, 2022].
The independent directors of the company have expressed their independent opinions on this proposal [for details, see the independent opinions of Quakesafe Technologies Co.Ltd(300767) independent directors on matters related to the 13th meeting of the third board of directors published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) the proposal on using some idle raised funds and idle self owned funds for cash management was deliberated and adopted.
After deliberation, all directors agreed that in order to improve the use efficiency of temporarily idle raised funds and idle self owned funds, make rational use of idle funds and obtain better investment return for the shareholders of the company, all directors agreed that on the premise of ensuring the normal operation of the company and the capital demand and capital safety of raised investment projects, Cash management of idle raised funds and idle self owned funds shall be carried out in accordance with relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM [for details, see announcement on cash management using some idle raised funds and idle self owned funds published on www.cn.info.com.cn on March 19, 2022].
The independent directors of the company have expressed their independent opinions on this proposal [for details, see the independent opinions of Quakesafe Technologies Co.Ltd(300767) independent directors on matters related to the sixth meeting of the third board of directors published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) deliberated and adopted the proposal on developing futures hedging business.
After deliberation, all directors agreed that the company’s hedging business related to steel, rubber and lead ingots is conducive to locking in the company’s product costs, effectively preventing market risks and reducing product cost fluctuations caused by raw material price fluctuations. The board of directors agrees that the company shall use its own funds to carry out futures hedging business, and carry out futures hedging business with trading varieties of steel, rubber, lead ingot, etc. with its own funds of no more than RMB 100 million, which is valid for 12 months from the date of deliberation and approval by the board of directors [for details, see the announcement on carrying out futures hedging business published on www.cn.info.com.cn. On March 19, 2022].
The independent directors of the company have expressed their independent opinions on this proposal [for details, see the independent opinions of Quakesafe Technologies Co.Ltd(300767) independent directors on matters related to the sixth meeting of the third board of directors published on www.cn.info.com.cn on March 19, 2022].
Voting results: 9 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on applying for comprehensive credit line from banks.
After deliberation, all directors unanimously agreed that the company applied for a comprehensive credit line of no more than 1200000000 yuan (in words: one billion two hundred million yuan) from nine banks with perennial cooperation according to the company’s strategic development plan in 2022 and the needs of business development. The credit term and final credit line shall be subject to the approval of the bank.
Within the scope of the above comprehensive credit line, the company will arrange the amount and mode of credit use according to the actual situation. The board of directors of the company authorizes the legal representative to review and approve the specific financing within the scope of the above total comprehensive credit line
The use of capital and the amount of financing, and authorize the legal representative of the company to sign the legal documents related to credit granting and go through relevant procedures.
Voting results: 9 in favor, 0 against and 0 abstention.
（11） The proposal on Amending the articles of association was deliberated and adopted.
According to the current effective company law of the people’s Republic of China, securities law (revised in 2019), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, listing rules of Shenzhen Stock Exchange on the gem (revised in 2020), and in combination with the actual situation, the board of directors of the company agrees to revise and improve the Quakesafe Technologies Co.Ltd(300767) articles of association, The general meeting of shareholders is also requested to authorize the board of directors to appoint a person to handle the relevant matters such as the filing of changes to the articles of association [for details, see the announcement on Amending the articles of Association published on www.cn.info.com.cn on March 19, 2022]. The voting results: 9 votes in favor, 0 votes against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（12） The proposal on Amending the rules of procedure of the company’s general meeting of shareholders was deliberated and adopted
In accordance with the current effective company law of the people’s Republic of China, securities law (revised in 2019), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), and in combination with work needs and actual conditions, The board of directors of the company agrees to revise and improve the rules of procedure of the general meeting of shareholders. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
（13） Deliberated and passed the proposal on Amending the company’s independent director system
According to the current effective company law of the people’s Republic of China, securities law (revised in 2019), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and Listing Rules of GEM stocks of Shenzhen Stock Exchange（
