Securities code: Loctek Ergonomic Technology Corp(300729) securities abbreviation: Loctek Ergonomic Technology Corp(300729) Announcement No.: 2022015
Bond Code: 123072 bond abbreviation: lege convertible bond
Loctek Ergonomic Technology Corp(300729)
Announcement of resolutions of the 32nd meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company") the 32nd meeting of the 4th board of supervisors was held by on-site voting in the conference room on the 19th floor of the company on April 11, 2022, and the meeting notice was sent to all supervisors by mail on April 1, 2022. Three supervisors shall be present at the meeting, and three actually present. The meeting was presided over by Mr. Xu Bo, chairman of the board of supervisors. The convening, discussion methods and voting procedures of this meeting comply with the provisions of the company law of the people's Republic of China and the articles of association on the convening of the board of supervisors. The supervisors attending the meeting carefully deliberated the proposal of the meeting, passed it by voting and made the following resolutions:
1、 The proposal on the work report of the board of supervisors in 2021 was considered and adopted
The work report of the board of supervisors for the year 2021 was published on the website of the board of supervisors and approved on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the 2021 annual report and its summary was deliberated and adopted
After review, the board of supervisors believes that the annual report 2021 and its summary prepared by the board of directors comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange. The contents of the report are true, accurate and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
See the full text of the company's 2021 annual report and the summary of the company's 2021 annual report published on the same day for details.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the financial final accounts report of 2021 was deliberated and adopted
The board of supervisors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2021.
For details, please refer to cninfo (www.cn. Info. Com. CN. /), the company's designated information disclosure website.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on the profit distribution plan for 2021 was reviewed and approved
The board of supervisors believes that: in view of the company's current good profitability, in accordance with the guidance of the CSRC to encourage listed companies to pay cash dividends and give investors stable and reasonable returns, on the premise of conforming to the principle of profit distribution and ensuring the sustainable development of the company, in order to better take into account the immediate and long-term interests of shareholders, the profit distribution plan for 2021 proposed by the company matches the growth of the company's performance, Comply with the provisions of the company law and the articles of association, and have legitimacy, compliance and rationality.
After deliberation, it is agreed to distribute cash dividends of 2 yuan (including tax) to the shareholders of the company for every 10 shares based on the total share capital of 220718534 shares of the company on December 31, 2021, and not to convert the accumulation fund into share capital or bonus shares. The remaining undistributed profits are carried forward and distributed in subsequent years. After the announcement of the company's profit distribution plan and before its implementation, if the company's share capital changes, the total distribution amount shall be adjusted according to the principle of unchanged distribution proportion.
For details, please refer to cninfo (www.cn. Info. Com. CN. /), the company's designated information disclosure website.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the self-evaluation report on internal control in 2021 was considered and adopted
The board of supervisors believes that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company's production and operation management, can meet the needs of the company's current management and development, and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control of all links of the company's production and operation management, It ensures the orderly and effective development of the company's business activities, protects the safety and integrity of the company's assets, and protects the interests of the company and its shareholders.
For details, please refer to the 2021 internal control self-evaluation report published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and passed. After review, the board of supervisors held that the management, use and operation procedures of the company's raised funds were in line with the relevant rules such as the measures for the administration of raised funds of listed companies and the guidelines for the standardized operation of companies listed on the gem, as well as the provisions of the company's management system for raised funds, and the use of raised funds was legal and compliant, No violation of laws, regulations or acts detrimental to the interests of shareholders were found.
The specific contents of the special report on the deposit and use of raised funds in 2021 are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
7、 The proposal on special audit explanation for the occupation of funds by the company's controlling shareholders and other related parties was reviewed and approved
The specific contents of the special report on the occupation of Loctek Ergonomic Technology Corp(300729) non operating funds and other related capital transactions are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
8、 The proposal on renewing the appointment of accounting firms was deliberated and adopted
The board of supervisors believes that: in the process of auditing the company's financial report, Lixin Certified Public Accountants (special general partnership) can better perform corresponding responsibilities and obligations. The agreement reached by both parties on audit fees complies with the provisions of laws and regulations, does not damage the interests of the company and shareholders, and the corresponding decision-making procedures of the company comply with the relevant provisions of laws, regulations and the articles of association. The board of supervisors of the company agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year.
For details, please refer to cninfo (www.cn. Info. Com. CN. /), the company's designated information disclosure website.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on the provision for asset impairment was deliberated and adopted
After review, the board of supervisors believes that the provision for asset impairment follows the principle of prudence and complies with the accounting standards for business enterprises, the provisions of the company's accounting policies and the actual situation of the company's assets. The decision-making procedure of the board of directors on this matter is legal and based on sufficient basis. After the provision for asset impairment is made, the financial situation and operating results of the company in 2021 can be reflected more fairly. The board of supervisors of the company agreed to withdraw the provision for asset impairment this time.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
The board of supervisors believes that the decision-making procedures of the company's daily connected transactions in 2022 comply with the provisions of relevant laws, regulations and the articles of association. The pricing is based on the principle of equal compensation and fair market price, does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders.
See http://www.cn.info.com.cn for the announcement on the forecast of daily connected transactions in 2022 and the relevant opinions issued by independent directors.
Voting results: 3 in favor, 0 against and 0 abstention.
11、 The proposal on applying for comprehensive credit line and providing guarantee by the company and its subsidiaries in 2022 was reviewed and approved
After verification, this guarantee complies with the provisions of relevant laws and regulations such as the company law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the notice on regulating the external guarantee behavior of listed companies and the relevant provisions of the company, and will not damage the interests of the company and all shareholders, Therefore, we agree that the company and its subsidiaries will apply to banks and other financial institutions for comprehensive credit of no more than 350 million yuan in 2022; The company provides a guarantee with a total amount of no more than RMB 180 million for wholly-owned subsidiaries within the scope of consolidated statements to apply for comprehensive credit lines from banks and other financial institutions.
For details, please refer to cninfo (www.cn. Info. Com. CN. /), the company's designated information disclosure website.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
12、 The proposal on the remuneration scheme of the company's supervisors in 2022 was deliberated and adopted
The remuneration plan for supervisors in 2022 proposed by the company is as follows:
1. The remuneration of the company's supervisors will not be adjusted temporarily, but in accordance with the company's existing performance appraisal and incentive and restraint mechanism. The salary is divided into basic annual salary and performance annual salary. The basic annual salary is paid monthly, and the performance annual salary is paid in the next year.
2. The remuneration of supervisors of the company in 2021 is detailed in cninfo.com（ http://www.cn.info.com.cn. ）Relevant contents of "VII. Directors, supervisors and senior managers" in "section IV corporate governance" of the 2021 annual report.
Voting results: 3 in favor, 0 against and 0 abstention.
13、 The proposal on written confirmation of the company's 2021 annual report and summary was reviewed and passed. We believe that the company's 2021 annual report and summary truly, accurately and completely reflect the actual situation of the company. We guarantee that the information disclosed in the above report is true, accurate and complete, and promise that there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
14、 The proposal on continuing foreign exchange hedging business was deliberated and adopted
The board of supervisors believes that the purpose of the company's foreign exchange hedging business is to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control business risks, which is necessary. The company has formulated the derivatives trading management system and improved the relevant internal control system. The targeted risk control measures taken by the company are feasible. The company and its subsidiaries carry out foreign exchange hedging business, which is in line with the interests of the company and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. It is agreed that the company, its subsidiaries and banks and other financial institutions carry out foreign exchange hedging business with a cumulative total amount of no more than US $40 million (or equivalent in other foreign currencies). The term of foreign exchange hedging business can be recycled within 12 months from the date of deliberation and approval by the general meeting of shareholders, and authorize the chairman or his authorized person to implement the above matters related to foreign exchange hedging business within the limit.
For details, see the announcement on continuing to carry out foreign exchange hedging business published by the company on the information disclosure website designated by the China Securities Regulatory Commission on the gem on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 The proposal on purchasing liability insurance for directors, supervisors and senior managers of the company was reviewed and approved. After review, the board of supervisors believed that the purchase of liability insurance for the company and directors, supervisors and senior managers was conducive to improving the company's risk control system and promoting relevant responsible personnel to better perform their duties. The deliberation procedure of this matter is legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
As the content of the proposal is related to all supervisors, all supervisors fulfilled their avoidance obligations and did not participate in the voting. This proposal is directly submitted to the 2021 annual general meeting for deliberation.
Voting results: 0 in favor, 0 against, 0 abstention and 3 avoidance.
16、 The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted
The specific contents of this proposal are detailed in the 2021 social responsibility report announced on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
17、 The proposal on the general election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the Fifth Board of supervisors was deliberated and adopted
The term of office of the Fourth Board of supervisors of the company is about to expire. According to the relevant provisions of the company law, the securities law and the articles of association, the company plans to conduct the general election of the board of supervisors in accordance with relevant legal procedures, and nominate Mr. Xu Bo and MS. Mei Zhizhi as candidates for non employee representative supervisors of the Fifth Board of supervisors of the company. The specific voting conditions are as follows:
(1) Proposal on nominating Mr. Xu Bo as a candidate for non employee representative supervisor of the Fifth Board of supervisors of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
(2) Proposal on nominating Ms. Mei Zhihui as a candidate for non employee representative supervisor of the Fifth Board of supervisors of the company;
Voting result: 3 affirmative votes, 0
