Securities code: Loctek Ergonomic Technology Corp(300729) securities abbreviation: Loctek Ergonomic Technology Corp(300729) Announcement No.: 2022014 bond Code: 123072 bond abbreviation: lege convertible bond
Loctek Ergonomic Technology Corp(300729)
Announcement on the resolution of the 39th meeting of the Fourth 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 39th meeting of the 4th board of directors of Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company") was held on April 11, 2022 in the conference room on the 19th floor of Jindong building, No. 536, bachelor's road, Yinzhou District, Ningbo by means of on-site combined communication. The notice of this meeting was issued on April 1, 2022. 9 directors should attend the meeting and 9 actually attended the meeting. Mr. Xiang Lehong, chairman of the board of directors, presided over the meeting, and the supervisors of the company attended the meeting as nonvoting delegates. The notice, convening, convening and voting procedures of this meeting comply with the provisions of relevant laws and regulations and the articles of association. After careful deliberation, the meeting formed the following resolutions:
1、 The proposal on the work report of the general manager in 2021 was deliberated and adopted
The board of directors of the company listened to the work report made by Mr. Xiang Lehong, the general manager, and believed that the management of the company effectively implemented the resolutions of the general meeting of shareholders and the board of directors in 2021. The report objectively and truly reflected the main work and operating results of the management in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on the work report of the board of directors in 2021 was considered and adopted
The work report of the board of directors in 2021 is detailed in the announcement disclosed by the company on the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company also submitted the report on their work in 2021 and will report on their work at the 2021 annual general meeting of shareholders. The work report of the three independent directors is published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
There were no affirmative votes and 9 abstentions.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the 2021 annual report and its summary was deliberated and adopted
For details of the 2021 annual report and its abstract, please refer to cninfo.com, the information disclosure website designated by the China Securities Regulatory Commission on the gem. The summary of 2021 annual report will be published in China Securities Journal, securities times, securities daily and Shanghai Securities News at the same time.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on the financial final accounts report of 2021 was deliberated and adopted
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 of the 2021 financial statement, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the profit distribution plan for 2021 was reviewed and approved
According to the guiding opinions of China Securities Regulatory Commission on further clarifying and refining the profit distribution policies of listed companies, the company continuously improves the company's profit distribution policies in combination with the actual situation, maintains the stability and sustainability of the profit distribution policies, makes investors have clearer and reasonable expectations for future dividends, and effectively improves the return to the company's investors. On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, the following distribution plan is hereby formulated: Taking the total share capital of the company as 220718534 shares on December 31, 2021 as the base, cash dividends of 2 yuan (including tax) are distributed to the shareholders of the company for every 10 shares, and no accumulation fund is converted into share capital or bonus shares are given. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the self-evaluation report on internal control in 2021 was considered and adopted
The company establishes and gradually improves internal control according to its own business characteristics, and strictly abides by the implementation, which can meet the needs of the company's management and development, and plays a positive role in the company's standardized operation, strengthening management, improving efficiency, preventing business risks and the company's long-term development. No major defects in the design or implementation of internal control of the company were found in this year. The independent directors of the company expressed independent opinions on the self-evaluation report of internal control; The board of supervisors of the company issued audit opinions on the self-evaluation report of internal control; The recommendation institution Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on the self-evaluation report of Loctek Ergonomic Technology Corp(300729) 2021 annual internal control.
See the 2021 internal control self-evaluation report and relevant opinions published on the gem information disclosure website cninfo.com designated by the CSRC for details（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 9 in favor, 0 against and 0 abstention.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
The deposit and use of the company's raised funds in 2021 comply with the relevant requirements of China Securities Regulatory Commission and Shenzhen stock exchange for the deposit and use of raised funds. There is no illegal use of raised funds, nor is there any change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
The independent directors gave independent opinions on this proposal, the board of supervisors of the company gave audit opinions, the recommendation institution Guotai Junan Securities Co.Ltd(601211) issued special verification opinions, and Lixin Certified Public Accountants (special general partnership) issued assurance report.
The special report on the deposit and use of raised funds in 2021 is published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
8、 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
In 2021, the company's controlling shareholders and other related parties occupied the funds of the listed company. The special report on the occupation of Loctek Ergonomic Technology Corp(300729) non operating funds and other related capital transactions was issued by Lixin Certified Public Accountants (special general partnership). The independent directors of the company expressed independent opinions on this, and the board of supervisors of the company issued audit opinions.
Mr. Xiang Lehong and Ms. Jiang Yi, the actual controllers of the company, withdrew during the voting of this motion.
Voting results: 7 in favor, 0 against and 0 abstention.
9、 The proposal on renewing the appointment of accounting firms was deliberated and adopted
It is agreed that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the company's accounting and audit institution for 2022 for a term of one year, and the general meeting of shareholders is requested to authorize the board of directors to determine its audit fees for 2022 according to the actual business conditions and relevant regulations. The independent directors of the company expressed their prior approval opinions and independent opinions on this renewal.
There were no affirmative votes and 9 abstentions.
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 provision for asset impairment was deliberated and adopted
In order to truly reflect the company's financial status and operation as of December 31, 2021, based on the principle of accounting prudence and in accordance with the relevant provisions of the accounting standards for business enterprises and other relevant laws and regulations, the company has made a provision of 133963 million yuan for value reduction of relevant assets within the scope of the consolidated financial statements of 2021. The provision for asset impairment is fully based and fairly reflects the financial status and operating results of the company in 2021. The independent directors of the company expressed independent opinions on the provision for asset impairment this time. The board of supervisors issued audit opinions. There were no affirmative votes and 9 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on changing the registered capital, amending the relevant provisions of the articles of association and handling the industrial and commercial change registration was reviewed and approved
According to the company law of the people's Republic of China, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the articles of association of listed companies and other relevant provisions of laws and regulations, as well as the actual changes in the company's share capital, the company plans to revise and improve some provisions of the articles of association. The directors attending the meeting agreed to amend the articles of association and authorized the management of the company to go through relevant registration and filing procedures. The revision of the articles of association shall be subject to the final approval and registration of the administrative department for Industry and commerce.
For details, see the relevant announcement published on the information disclosure website designated by the CSRC on the same day. Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
12、 The proposal on applying for comprehensive credit line and providing guarantee by the company and its subsidiaries in 2022 was reviewed and approved
In order to meet the needs of the company's operation and development, the board of directors of the company agreed that the company and its subsidiaries would 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.
The independent directors of the company gave independent opinions on the matter, and the board of supervisors gave audit opinions on the matter. For details, see the relevant announcement published on the information disclosure website designated by the CSRC on the same day.
There were no affirmative votes and 9 abstentions.
This proposal still needs to be submitted to the 2021 general meeting of shareholders of the company for deliberation.
13、 The proposal on the remuneration scheme for directors and senior managers of the company in 2022 was deliberated and adopted
The remuneration plan for directors and senior managers in 2022 proposed by the company is as follows:
1. The remuneration of the company's directors (excluding independent directors) and senior managers will not be adjusted temporarily, and will be carried out in accordance with the company's existing performance appraisal, incentive and restraint mechanism.
2. the annual allowance of the company's independent directors is 80000 yuan before tax.
3. The remuneration of directors and senior managers of the company in 2021 is published on cninfo.com on the same day（ 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.
There were no affirmative votes and 9 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 The proposal on continuing foreign exchange hedging business was deliberated and adopted
In view of the high proportion of export business in the company's main business and the obvious impact of RMB exchange rate, in order to effectively reduce or reduce the losses caused by the risk of exchange rate fluctuation in the future operation of the company, the company and its subsidiaries will continue to carry out foreign exchange hedging business with an accumulated amount of no more than US $40 million (or equivalent to other foreign currencies). The above trading quota is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company, and authorizes the chairman or his authorized person to implement the above foreign exchange hedging business within the scope of the quota. The independent directors of the company gave independent opinions on the matter, the board of supervisors of the company gave review opinions on the proposal, and the company's recommendation institution Guotai Junan Securities Co.Ltd(601211) issued Guotai Junan Securities Co.Ltd(601211) verification opinions on Loctek Ergonomic Technology Corp(300729) continuing foreign exchange hedging business. For details, please refer to cninfo (www.cn. Info. Com. CN), the company's designated information disclosure website.
There were no affirmative votes and 9 abstentions.
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 deliberated and adopted
In order to further improve the company's risk management system and promote the directors, supervisors and senior managers of the company to fully perform their duties, the company plans to purchase liability insurance for the company and all directors, supervisors and senior managers in accordance with the relevant provisions of the standards for the governance of listed companies.
Voting result: all directors of the proposal avoid voting and will directly submit it to the general meeting of shareholders for deliberation.
16、 The proposal on the prediction of the company's daily connected transactions in 2022 was reviewed and adopted
The board of Directors believes that the prediction of daily connected transactions in 2022 meets the needs of the company's production and operation development, and the determination principle of relevant transaction prices is fair and reasonable, which is in line with the interests of the company and all 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 the independent directors and the board of supervisors.
Voting: 7 in favor, 0 against and 0 abstention. Among them, related directors Xiang Lehong and Jiang Yi avoided voting.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
