Securities code: Shenzhen Crastal Technology Co.Ltd(300824) securities abbreviation: Shenzhen Crastal Technology Co.Ltd(300824) Announcement No.: 2022008 Shenzhen Crastal Technology Co.Ltd(300824)
Announcement on the resolution of the 20th 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.
The notice of the 20th meeting of the third board of directors of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company" or " Shenzhen Crastal Technology Co.Ltd(300824) ") was submitted to all directors, supervisors and senior executives 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. Seven directors should have attended the meeting, and seven directors actually attended the meeting. The company's supervisors and senior managers attended the meeting as nonvoting delegates. 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. George Mohan Zhang, chairman of the company. The following resolutions were made at this meeting: 1 The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstention.
Guan Lihua, Liu Yuxi and Yin Gonghui, independent directors of the third board of directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the work report of independent directors in 2021 and the work report of the board of directors in 2021 disclosed by cninfo.com.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 2. The proposal on the company's 2021 annual general manager's work report was deliberated and adopted. The voting results: 7 votes in favor, 0 against and 0 abstention.
The board of directors of the company listened to the work report of the general manager in 2021 made by Mr. George Mohan Zhang, the general manager, and believed that the management of the company effectively implemented the resolutions of the board of directors in 2021, which objectively and truly reflected the main work of the management in 2021. 3. The proposal on the company's 2021 annual report and its summary was deliberated and adopted. The voting results: 7 votes in favor, 0 against and 0 abstention.
The directors of the company carefully considered the proposal on the full text and summary of the company's annual report in 2021 and believed that the contents of the company's annual report truly, accurately and completely reflected the company's annual operation in 2021, and there were no false records, misleading statements or major omissions.
See cninfo.com, securities times, Securities Daily, China Securities News and Shanghai Securities News for the summary of 2021 annual report. See cninfo.com for the full text of 2021 annual report. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 4. The proposal on the company's 2021 annual financial statement report was considered and adopted. The voting results: 7 votes in favor, 0 against and 0 abstention.
The board of Directors believes that the company's financial statement for 2021 objectively and truly 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 still needs to be submitted to the general meeting of shareholders for deliberation. 5. The proposal on the company's self evaluation report on internal control in 2021 was considered and adopted. The voting results: 7 votes in favor, 0 against and 0 abstention.
The board of Directors believes that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company's internal control system has strong pertinence, rationality and effectiveness, has been well implemented and implemented, and can provide a reasonable guarantee for the preparation of true and fair financial statements, Guarantee the healthy operation of the company's business activities and control business risks.
See the 2021 internal control self-evaluation report disclosed by the company on cninfo.com for details.
The independent directors of the company expressed independent opinions on the matter, and the board of supervisors and the recommendation institution of the company issued verification opinions. See cninfo.com for details. 6. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstentions.
The deposit and use of the company's raised funds comply with the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and comply with the relevant provisions of the company's system for the management and use of raised funds. There is no situation of changing the investment direction of raised funds in a disguised manner, damaging the interests of shareholders and violating the relevant provisions. 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.
See the special report on the deposit and use of raised funds in 2021 disclosed by the company on cninfo.com for details.
The independent directors of the company have expressed independent opinions on this matter, and the board of supervisors, recommendation institutions and accounting firms of the company have expressed corresponding opinions. For details, please refer to cninfo.com. 7. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was considered and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstentions.
The company plans to distribute cash of 2.50 yuan (tax included) to all shareholders for every 10 shares based on the total share capital of 217400000 shares as of December 31, 2021, and increase 5 shares for every 10 shares to all shareholders with capital reserve.
This plan can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval. If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution registration, the company will maintain the principle of "the proportion of cash dividends and the proportion of capital reserve converted into share capital remain unchanged", that is, the cash dividend of 2.50 yuan (including tax) for every 10 shares and 5 shares converted into every 10 shares remain unchanged, Adjust the total amount of profit distribution and the total amount of converted share capital accordingly. 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, and has legitimacy, compliance and rationality. It is agreed to submit the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 to the general meeting of shareholders for deliberation.
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.
The independent directors of the company expressed independent opinions on the matter. For details, see http://www.cninfo.com.cn.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 8. The proposal on using some idle raised funds and self owned funds for cash management was considered and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstentions.
It is agreed that the company will 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 without affecting the construction of investment projects with raised funds, normal operation and ensuring the safety of funds, It is valid from the date of deliberation and approval of the annual general meeting of shareholders of the company to the date of holding the next annual general meeting of shareholders. It can be recycled and used within the above limit and period.
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.
The independent directors of the company expressed independent opinions on the matter, and the recommendation institution issued verification opinions. See cninfo.com for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The proposal on the application for comprehensive credit line of subsidiaries in 2029 was passed with 2 votes in favor and 2 votes against the application for comprehensive credit line of subsidiaries in 2027.
The company and its subsidiaries apply to the bank for a comprehensive credit line of 400 million yuan, which can provide financial guarantee for the operation and development of the company and its subsidiaries, which is in line with the company's development strategy. The company provides a guarantee of no more than 400 million yuan for the wholly-owned subsidiary, which is conducive to improving the financing ability of the wholly-owned subsidiary, promoting its business development and expansion of business scale, improving its operating efficiency and profitability, and is in line with the long-term overall interests of the company. The guarantee risk is within the company's control. The company will conduct real-time monitoring on the capital flow and financial information of the guarantee object, so as to ensure that the company can grasp the use of funds and guarantee risks in real time and ensure the safe operation of the company's overall funds.
Contracts and legal documents related to the above guarantee The validity period of this authorization resolution is from the date of deliberation and approval of the company's annual general meeting of shareholders to the date of convening the next annual general meeting of 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.
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details. 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. 10. The special statement on securities investment was considered and adopted. The voting results were: 7 in favor, 0 against and 0 abstention.
The company's securities investment strictly complies with the articles of association and laws, and there is no violation of relevant laws, regulations and normative documents.
For details, see the special instructions on securities investment disclosed by the company on cninfo.com. The independent directors of the company expressed independent opinions on the matter, and the recommendation institution issued verification opinions. See cninfo.com for details. 11. The proposal on using idle self owned funds for securities investment was deliberated and adopted. The voting results: 7 votes in favor, 0 against and 0 abstention.
In order to improve the efficiency of capital use and increase the income from capital operation, the board of directors agrees 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 without affecting the normal development of the company's main business. From the date of deliberation and approval of the current board of directors to the date of convening the board of directors of the next year. Within the above quota range and investment period, the funds can be recycled and used in a rolling manner. The board of directors of the company authorizes the chairman to exercise the investment decision-making power, sign relevant contract documents, and arrange special personnel to be responsible for the implementation of relevant matters.
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.
The independent directors of the company expressed independent opinions on the matter, and the recommendation institution issued verification opinions. See cninfo.com for details.
12. The proposal on carrying out foreign exchange derivatives trading business was considered and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstentions.
It is agreed that the company and its holding subsidiaries use idle self owned funds to carry out foreign exchange derivatives trading business with a total amount of no more than US $15 million (including equivalent in other currencies). It can be recycled and used from the date of deliberation and approval of this board of directors to the date of the meeting of the board of directors on this transaction business in the next year. If the duration of a single transaction exceeds the authorization period, the authorization period will be automatically extended to the termination of the transaction.
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.
The independent directors of the company expressed independent opinions on the matter, and the recommendation institution issued verification opinions. See cninfo.com for details. 13. The proposal on the company's remuneration plan for directors in 2022 was considered and adopted. The voting results were: 0 in favor, 0 against, 0 abstention and 7 withdrawal.
This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors 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.
The independent directors of the company expressed independent opinions on the matter.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 14. The proposal on the company's remuneration plan for senior managers in 2022 was deliberated and adopted. The voting results: 4 votes in favor, 0 against, 0 abstention and 3 withdrawal.
See the remuneration plan for directors, supervisors and senior managers in 2022 disclosed by the company on cninfo.com for details.
The independent directors of the company expressed independent opinions on the matter. 15. 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 considered and adopted. The voting results: 7 votes in favor, 0 votes against and 0 abstentions.
On April 20, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020, and distributed a cash dividend of 2.50 yuan (including tax) to all shareholders with undistributed profits per share. According to the measures for the administration of equity incentive of listed companies, the company's 2021 restricted stock incentive plan (Draft) and other relevant provisions, the grant price of the first grant of class II restricted shares shall be adjusted accordingly, that is, the grant price of class II restricted shares granted for the first time shall be adjusted from 12.00 yuan / share to 11.75 yuan / share.
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.
The independent directors of the company have expressed independent opinions on this matter. See cninfo.com for details. 16. 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 deliberated and adopted
