Securities Announcement No.: 3004
Announcement of resolutions of the 18th meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The notice of the 18th meeting of the third board of supervisors of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company" or " Shenzhen Crastal Technology Co.Ltd(300824) ") was submitted to all supervisors by email and delivery on March 13, 2022. The meeting was held in the company's conference room on March 23, 2022 by combining on-site and communication. Three supervisors should be present at the meeting, and three actually present. The convening of this meeting complies with the provisions of the company law, the articles of association and relevant laws and regulations. The meeting was presided over by Mr. Liu Yunfeng, chairman of the board of supervisors. After careful deliberation by the supervisors attending the meeting, they voted one by one by open ballot and made the following resolutions: 1 The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
In 2021, the board of supervisors of the company supervised the operation of the company according to law, attended or attended the board of directors and general meeting of shareholders of the company according to law, and strictly supervised the decision-making procedures of the company and the performance of the members of the board of directors and senior managers of the company.
See the work report of the board of supervisors in 2021 disclosed by the company on cninfo.com for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 2. The proposal on the company's 2021 annual report and its summary was deliberated and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After review, the board of supervisors held that the procedures for the preparation and review of the Shenzhen Crastal Technology Co.Ltd(300824) 2021 annual report of the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions.
See cninfo.com, China Securities News, Shanghai Securities News, securities times and securities daily for the summary of 2021 annual report. See cninfo.com for the full text of 2021 annual report.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 3. The proposal on the company's 2021 annual financial statement report was considered and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After checking the company's financial status and financial management in 2021, all supervisors believe that the company's 2021 financial statement complies with the relevant provisions of the accounting standards for business enterprises and truly, accurately, completely and fairly reflects the company's financial situation and operating results in 2021.
For details, please refer to the 2021 financial statement disclosed by the company on cninfo.com.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 4. The proposal on the company's self evaluation report on internal control in 2021 was considered and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
The board of supervisors believes that the company has maintained effective internal control in all major matters in accordance with the requirements of the enterprise's internal control standard system and relevant regulations. The self-evaluation report on internal control in 2021 prepared by the company can objectively and truly reflect the internal control situation of the company. The existing internal control system is relatively sound and in line with the provisions of relevant national laws and regulations.
See the company's 2021 internal control self-evaluation report disclosed on cninfo.com for details. 5. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors believes that the contents of the special report on the deposit and use of the company's raised funds in 2021 truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to cninfo.com, securities times, securities daily and China Securities News The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors believes that the profit distribution plan for 2021 matches the company's future development plan and growth, complies with relevant laws, regulations and the articles of association, has legitimacy, compliance and rationality, does not damage the interests of shareholders, especially small and medium-sized shareholders, and is conducive to the normal operation and healthy development of the company.
For details, please refer to the announcement on the 2021 profit distribution and capital reserve conversion plan disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 7. The proposal on using some idle raised funds and self owned funds for cash management was considered and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstentions.
After review, the board of supervisors believes that the use of some idle raised funds and self owned funds for cash management will help to improve the efficiency of the company's fund use and obtain good capital return, which is in line with the interests of the company and all shareholders. Therefore, the board of supervisors approved the company to use idle self owned funds of no more than RMB 500 million (including RMB 500 million) and some idle raised funds of no more than RMB 70 million (including RMB 70 million) for cash management.
For details, see the announcement on using some idle raised funds and self owned funds for cash management disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 8. The proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 and the company providing guarantee for its subsidiaries applying for comprehensive credit line was deliberated and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstention.
After review, the board of supervisors held that: the company and its subsidiaries intend to apply to the bank for a comprehensive credit line of no more than RMB 400 million, and the company provides joint and several liability guarantee of no more than RMB 400 million for the comprehensive credit line of wholly-owned subsidiaries, which are in line with the provisions of relevant laws and regulations, the voting procedures are legal, and there is no damage to the company and its shareholders, especially small and medium-sized shareholders.
For details, please refer to the announcement on the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 and the company providing guarantee for its subsidiaries applying for comprehensive credit line disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. 9. The special statement on securities investment was considered and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstentions.
For details, see the special instructions on securities investment disclosed by the company on cninfo.com. 10. The proposal on using idle self owned funds for securities investment was deliberated and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the use of some idle self owned funds for securities investment by the company and its holding subsidiaries can improve the use efficiency of the company's funds and increase the capital operation income, will not affect the normal development of the company's main business, and there is no damage to the interests of the company and minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. The company has formulated the securities investment management system and other internal control measures, which can effectively control and prevent the risks of securities investment business. It is agreed that the company and its holding subsidiaries use idle self owned funds with a maximum amount of no more than 50 million yuan (including 50 million yuan) for securities investment.
For details, please refer to the announcement on using idle self owned funds for securities investment disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News. 11. The proposal on carrying out foreign exchange derivatives trading business was considered and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After deliberation, the board of supervisors held that: on the premise of ensuring normal production and operation, the company and its holding subsidiaries carry out foreign exchange derivatives trading business, which is helpful to better avoid and prevent the risk of exchange rate fluctuation in the foreign exchange market. The company has formulated the management system of foreign exchange derivatives trading business, which is conducive to strengthening transaction risk management and control and implementing risk prevention measures. The deliberation procedure of the transaction is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The board of supervisors of the company agreed to the proposal on carrying out foreign exchange derivatives trading business.
For details, please refer to the announcement on carrying out foreign exchange derivatives trading business disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News. 12. The proposal on the company's remuneration plan for supervisors in 2022 was considered and adopted. The voting results: 0 in favor, 0 against, 0 abstention and 3 withdrawal.
This proposal involves the remuneration of all supervisors. Based on the principle of prudence, all supervisors avoid voting and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
See the remuneration plan for directors, supervisors and senior managers in 2022 disclosed by the company on cninfo.com for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 13. The proposal on adjusting the granting price of some restricted shares granted for the first time under the restricted stock incentive plan in 2021 was deliberated and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstentions.
After deliberation, the board of supervisors held that: the company implemented the 2020 annual equity distribution in April 2021, and the board of directors adjusted the grant price of the first class II restricted shares granted by the company's restricted stock incentive plan in 2021 in accordance with the relevant provisions of the company's incentive plan and the authorization of the general meeting of shareholders, which was in line with the administrative measures for equity incentive of listed companies and the relevant provisions of the company's incentive plan, and the deliberation procedure was legal and effective, It will not have a material impact on the company's financial status and operating results, nor will it damage the interests of the company and shareholders. Therefore, the board of supervisors agreed that the company would adjust the grant price of the first grant of the second type of restricted stock incentive plan in 2021.
For details, please refer to the announcement on adjusting the grant price of some restricted shares granted for the first time under the restricted stock incentive plan in 2021 disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 14. The proposal on the achievement of vesting conditions in the first vesting period of part of the first vesting period granted by the restricted stock incentive plan in 2021 was considered and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstentions.
After review, the board of supervisors believes that the qualifications of the 23 incentive objects to be vested in the company are legal and valid, the assessment at the company level and the individual level of the incentive objects meet the attribution standards, and meet the attribution conditions for the first attribution period of class II restricted shares set in the company's restricted stock incentive plan 2021 (Draft), It is agreed that the company shall handle the ownership registration procedures related to class II restricted shares for eligible incentive objects according to the authorization of the general meeting of shareholders.
For details, please refer to the announcement on the achievement of vesting conditions in the first vesting period of the first part of the restricted stock incentive plan in 2021 disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News. 15. The proposal on the cancellation of part of the granted but not yet vested class II restricted shares was considered and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the cancellation of the restricted shares of the part of the second type of restricted shares that cannot be vested in the first vesting period of the company's restricted stock incentive plan for the first time in 2021 complies with the administrative measures for equity incentive of listed companies, incentive plan and other relevant provisions. Therefore, the board of supervisors agreed that the company would cancel the class II restricted shares that have been granted but not yet vested.
For details, please refer to the announcement on the cancellation of part of the granted but not yet vested class II restricted shares disclosed by the company on cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News. 16. The proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary was considered and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstentions.
The draft of the company's incentive plan and its restrictive regulations (2022) is considered by the board of supervisors to be in compliance with the relevant provisions of the company's incentive plan and its restrictive laws and regulations. The implementation of this incentive plan will be conducive to the sustainable development of the listed company, and there will be no damage to the interests of the listed company and all shareholders.
For details, please refer to the 2022 restricted stock incentive plan (Draft) and the summary of 2022 restricted stock incentive plan (Draft) disclosed by the company on cninfo.com.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by non affiliated shareholders attending the meeting. 17. The proposal on the management measures for the implementation and evaluation of the company's restricted stock incentive plan in 2022 was considered and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the company's management measures for the implementation and assessment of restricted stock incentive plan in 2022 aims to ensure the smooth implementation of the company's equity incentive plan, ensure the standardized operation of the equity incentive plan and meet the requirements
