Securities code: Quectel Wireless Solutions Co.Ltd(603236) securities abbreviation: Quectel Wireless Solutions Co.Ltd(603236) Announcement No.: 2022017 Quectel Wireless Solutions Co.Ltd(603236)
Announcement on the resolution of the sixth meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as “the company”) the sixth meeting of the third board of directors was notified in writing on April 2, 2022 and held by communication on April 15, 2022. There are 5 directors who should attend the meeting and 5 directors who actually attend the meeting. The meeting was presided over by Chairman Qian penghe. The convening, convening and voting procedures of this board meeting comply with the provisions of relevant laws, regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
The following resolutions were adopted at this board meeting:
(I) deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 5 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 financial budget report of 2022
Voting results: 5 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) deliberating and passing the proposal on the annual report and summary of 2021;
The company has prepared the annual report and summary of 2021 in accordance with the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report 2021.
Voting results: 5 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) deliberated and passed the proposal on the internal control evaluation report in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the company’s 2021 profit distribution and conversion of capital reserve into share capital;
In 2021, the company plans to distribute profits and convert capital reserve into share capital based on the total share capital registered on the date of equity distribution. The company plans to distribute a cash dividend of 7.4 yuan (including tax) to all shareholders for every 10 shares. As of March 31, 2022, the total share capital of the company is 145370828 shares. Based on this calculation, the total cash dividend to be distributed is 10757441272 yuan (including tax). The cash dividends of the company in this year accounted for 30.04% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in 2021. The company plans to increase 3 shares with capital reserve for every 10 shares to all shareholders. As of March 31, 2022, the total share capital of the company is 145370828 shares. After this share conversion, the total share capital of the company is 188982076 shares.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on the company’s profit distribution and capital reserve conversion to share capital scheme in 2021.
This proposal has been clearly agreed by independent directors.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (VIII) deliberated and passed the proposal on Amending the articles of association
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on Amending the articles of association and the articles of Association (revised in April 2022).
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (IX) deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Rules of procedure of the general meeting of shareholders (revised in April 2022).
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (x) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Rules of procedure of the board of directors (revised in April 2022).
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. （11） Deliberated and passed the proposal on the company’s 2022 directors’ remuneration plan;
According to the industry situation and the actual situation of the company’s operation, the company has formulated the remuneration plan for the directors of the company in 2022: 1. The directors of the company who hold management positions in the company will receive remuneration according to their management positions and will not receive director’s allowance separately. A director who does not hold a management position shall be subject to the contract signed with him. 2. The allowance for independent directors of the company is 150000 yuan / year (including tax). The remuneration of non independent directors of the company shall be paid on a monthly basis, and the allowance of independent directors shall be paid on a quarterly basis. In case of leaving office due to change of term, re-election, resignation within the term of office and other reasons, the remuneration shall be calculated and paid according to their actual term of office. The individual income tax related to the above salary shall be uniformly withheld and paid by the company.
This proposal has been expressly agreed by the independent directors.
Voting result: avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. （12） Deliberated and passed the proposal on the compensation scheme for senior managers of the company in 2022; According to the industry situation and the actual situation of the company’s operation, the company has drawn up the salary scheme of the company’s senior managers in 2022: the annual salary of senior managers consists of basic salary and performance salary. The basic salary is mainly determined by considering the position, responsibility, ability, market salary and other factors. It is paid monthly without assessment; The performance salary shall be determined according to the comprehensive assessment results such as the performance assessment of individual posts and the completion of company objectives, and shall be assessed and distributed according to each assessment cycle.
This proposal has been expressly agreed by the independent directors.
Voting results: Qian penghe and Zhang Dong avoided, with 3 affirmative votes, 0 negative votes and 0 abstention.
（13） Deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021;
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Special report on the deposit and actual use of raised funds in 2021.
This proposal has been expressly agreed by the independent directors.
Voting results: 5 in favor, 0 against and 0 abstention.
（14） Deliberated and passed the proposal on the company’s provision of external guarantee forecast for its subsidiaries in 2022; For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on the prediction of the company’s external guarantee for its subsidiaries in 2022.
This proposal has been expressly agreed by the independent directors.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. （15） Deliberated and passed the proposal on the prediction of the company’s comprehensive credit line in 2022;
In order to meet the capital demand for the business development of the company and its subsidiaries, the company and its subsidiaries plan to apply for a credit line of no more than (including) RMB 10 billion from major banks in 2022, and the credit period is from the date of approval of the 2021 shareholders’ meeting to the date of holding the 2022 shareholders’ meeting. The above-mentioned credit granting matters shall be implemented within the credit granting period. It is not necessary to submit to the board of directors or the general meeting of shareholders for further approval. The general manager of the company shall directly sign relevant contracts / agreement documents with the bank on behalf of the company. If the signing date of the bank contract / agreement is within the validity period, but the term of the bank contract / agreement is not within the validity period of the resolution, the validity period of the resolution will be automatically extended to the expiration date of the validity period of the bank contract / agreement.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. （16） Deliberated and passed the proposal on renewing the appointment of accounting firms;
The company plans to continue to employ Lixin Certified Public Accountants (special general partnership) as the company’s annual financial and internal control audit institution in 2022 for one year. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement on the renewal of accounting firms.
The proposal has been approved in advance by the independent directors and the independent opinions expressly agreed.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. （17） Deliberated and adopted the proposal on the performance report of the audit committee in 2021;
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the performance of the audit committee of the board of directors in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
（18） Deliberated and passed the proposal on the work report of independent directors in 2021;
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the work of independent directors in 2021.
Voting results: 5 in favor, 0 against and 0 abstention.
（19） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
The company plans to hold the 2021 annual general meeting of shareholders, which will be held at a later date. The meeting deliberated the above-mentioned proposals 1, 3, 4, 5, 7-11, 14, 15 and 16, the rules of procedure of the board of supervisors, the proposal on the remuneration of the company’s supervisors in 2022, and the matters to be submitted to the general meeting of shareholders for deliberation before the notice of the general meeting of shareholders.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 6th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the sixth meeting of the third board of directors.
It is hereby announced.
Quectel Wireless Solutions Co.Ltd(603236) board of directors April 16, 2022
