Securities code: Rianlon Corporation(300596) securities abbreviation: Rianlon Corporation(300596) Announcement No.: 2022005 Rianlon Corporation(300596)
Announcement on the resolution of the 27th 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.
1、 Meetings held
Rianlon Corporation(300596) (hereinafter referred to as “the company”) the notice of the 27th meeting of the third board of directors was delivered to all directors by telephone and e-mail on February 14, 2022. The meeting notice includes relevant information of the meeting and lists the time, place, content and method of the meeting. The meeting was held in the company’s conference room at 15:00 p.m. on February 25, 2022 by means of on-site meeting and communication meeting, and voting was conducted by on-site voting. There are 11 directors who should attend the meeting and 11 actually attended the meeting. The meeting was presided over by the chairman, Mr. Li Haiping, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The voting procedure of this meeting is in accordance with the provisions of the company law of the people’s Republic of China and relevant laws and regulations of the people’s Republic of China.
2、 Deliberations of the meeting
1. The proposal on the work report of the board of directors in 2021 was considered and adopted
The board of directors of the company implements the resolutions of the general meeting of shareholders in strict accordance with laws and regulations, normative documents and the articles of association, earnestly performs its duties and constantly standardizes corporate governance. The board of Directors believes that the report truly reflects the overall work of the board of directors in 2021 and the overall deployment of the work of the board of directors in 2022. All directors unanimously deliberated and adopted the work report of the board of directors in 2021.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Report on the work of the board of directors in 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Chen Ligong, Hou Weiman, Li Hongmei and he Yongjun, independent directors of the third board of directors of the company, submitted the 2021 annual report of independent directors 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 company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Report on the work of independent directors in 2021.
2. The proposal on the work report of the general manager of the company in 2021 was deliberated and adopted
The board of directors of the company listened to the general manager’s work report for 2021 made by Mr. Sun Chunguang, the general manager, and believed that the management of the company effectively implemented the resolutions of the board of directors in 2021, and the report objectively and truly reflected the main work of the management in 2021.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
3. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After comprehensively reviewing the company’s 2021 annual report and its summary, the board of directors of the company agreed that the preparation and review procedures of the company’s 2021 annual report comply with relevant laws and regulations, and the contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, without false records, misleading statements or major omissions.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Annual report 2021 and summary of annual report 2021 on.
The board of supervisors of the company issued verification opinions on this. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Verification opinions of the board of supervisors on the matters of the 24th Meeting of the third board of supervisors.
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 deliberated and adopted
During the reporting period, the company achieved an operating revenue of 34446361 million yuan, an increase of 38.74% over the same period of last year; The operating profit was 4794312 million yuan, an increase of 39.80% over the same period of last year; The total profit was 4763644 million yuan, an increase of 41.76% over the same period last year; The net profit attributable to the shareholders of the listed company was 417594700 yuan, an increase of 42.53% over the same period last year. The board of Directors believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Financial final accounts report of 2021 on.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on the company’s 2021 audit report was deliberated and adopted
The 2021 financial report of the company is audited by Tianzhi International Certified Public Accountants (special general partnership) and issued a standard unqualified [2022] (No. 5555) audit report.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 20222021 annual audit report on.
6. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The board of Directors believes that, based on the company’s current stable operating conditions and in combination with the company’s future development prospects, on the premise of ensuring the company’s normal operation and long-term development, if the company has no major foreign investment plan or major cash expenditure in accordance with the shareholder dividend return plan for the next three years (20202022), The profit distributed in cash during the year shall not be less than 15% of the distributable profit realized in the current year. The board of directors unanimously agreed to the 2021 profit distribution plan. The total dividend paid to all shareholders of the company (including cash dividend tax of 205730152 yuan) is based on the total dividend paid to all shareholders of the company in 20206 (excluding cash dividend tax), and the remaining profit is transferred to all shareholders of the company.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Announcement of profit distribution plan for 2021 on.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For details, see the company’s disclosure on cninfo.com.cn on February 28, 2022 Independent opinions of independent directors on matters related to the 27th meeting of the third board of directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
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, and has been well implemented and implemented. According to the requirements of relevant laws, regulations, rules and regulations such as the basic norms of enterprise internal control (CK [2008] No. 7) and the articles of association jointly issued by the Ministry of finance, the CSRC and the National Audit Office, the Audit Department of the company has conducted a comprehensive inspection on the current internal control and operation of the company, so as to further improve the level of internal control and corporate governance of the company, According to the requirements of relevant documents, the existing internal control system was carefully sorted out and the 2021 internal control self-evaluation report was prepared.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Self evaluation report on internal control in 2021.
The independent directors of the company have expressed independent opinions on this proposal, the board of supervisors of the company has issued verification opinions, and Tianzhi International Certified Public Accountants (special general partnership) has issued a special assurance report. For details, see the company’s disclosure on cninfo.com.cn on February 28, 2022 Independent opinions of independent directors on matters related to the 27th meeting of the third board of directors, verification opinions of the board of supervisors on matters related to the 24th Meeting of the third board of supervisors, and audit report of Tianzhi International Certified Public Accountants (special general partnership) on Rianlon Corporation(300596) internal control.
8. The proposal on the special audit instructions for the occupation of non operating funds and other related capital transactions of the company was deliberated and adopted
In strict accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the company did not occupy the company’s funds for non operating purposes by controlling shareholders and other related parties in the reporting period and previous years, There is no guarantee for controlling shareholders and other related parties.
Voting: 10 in favor, 0 against and 0 abstention. Mr. Li Haiping, a related director, avoided voting. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Special audit instructions on the occupation of non operating funds and other related capital transactions of the company issued by Tianzhi International Certified Public Accountants (special general partnership).
The independent directors of the company have issued special and independent opinions on this proposal. For details, see the company’s disclosure on cninfo.com.cn on February 28, 2022 Special instructions and independent opinions of independent directors on the company’s external guarantees and the occupation of funds by related parties.
9. The proposal on the company’s application for bank credit in 2022 was deliberated and adopted
The board of directors agreed that in order to meet the capital needs of the company’s daily production, operation and business development, the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company’s consolidated statements) apply to the bank for a comprehensive credit line of no more than 500 million yuan (including 500 million yuan, and the actual loan currencies include but are not limited to RMB, US dollars, euros, Hong Kong dollars, etc.), Comprehensive credit extension includes but is not limited to working capital loan, project loan, fixed asset loan, bank acceptance bill, letter of guarantee, factoring, opening letter of credit, documentary bill, trade financing, bill discount, financial leasing and other comprehensive credit extension businesses. The mortgage and guarantee methods of bank credit include: mortgage of real estate, machinery and equipment, pledge of intellectual property, monetary capital, equity, etc. The validity period of the aforesaid authorization shall be valid within 12 months from the date when the above proposal is deliberated and adopted by the general meeting of shareholders of the company; Within the credit term, the credit line can be recycled.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Announcement on the company’s application for bank credit in 2022.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For details, see the company’s disclosure on cninfo.com.cn on February 28, 2022 Independent opinions of independent directors on matters related to the 27th meeting of the third board of directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10. The proposal on the use of self owned funds for cash management of the company and its subsidiaries was considered and adopted. The board of directors agreed that the company and its subsidiaries would use idle self owned funds of no more than 40 million yuan for cash management on the premise of ensuring normal operation, capital safety and liquidity in order to improve capital utilization efficiency and increase the company’s income, The service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above service life and limit, the funds can be recycled and used in a rolling manner.
Voting: 11 in favor, 0 in avoidance, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on February 28, 2022 Announcement on the company and its subsidiaries using their own funds for cash management.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For details, see the company’s disclosure on cninfo.com.cn on February 28, 2022 Independent opinions of independent directors on matters related to the 27th meeting of the third board of directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. The proposal on the proposed foreign exchange derivatives trading business of the company and its subsidiaries was deliberated and passed. In order to avoid foreign exchange market risks, reduce the impact of exchange rate and interest rate fluctuations on the company’s performance, improve the use efficiency of foreign exchange funds, reasonably reduce financial expenses, increase exchange gains and lock in exchange costs. The company and its subsidiaries intend to carry out foreign exchange derivatives trading business of no more than RMB 200 million (or equivalent foreign currency).
The types of foreign exchange derivatives business to be carried out by the company include but are not limited to forward settlement and sales of foreign exchange, foreign exchange options, foreign exchange swaps, interest rate swaps or combinations of the above products and other foreign exchange derivatives business. The basic objects of derivatives include exchange rate, interest rate, currency, commodity and other objects. The counterparties of the company’s foreign exchange derivatives trading business are approved by the regulatory authorities and have foreign exchange derivatives
