Securities code: Henan Liliang Diamond Co.Ltd(301071) securities abbreviation: Henan Liliang Diamond Co.Ltd(301071) Announcement No.: 2022010 Henan Liliang Diamond Co.Ltd(301071)
Announcement of resolutions of the 14th meeting of the second board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”) the 14th meeting of the second board of directors was held in the company’s conference room on February 25, 2022 by on-site and communication, and the meeting notice was sent in writing on February 14, 2022. There were 7 directors who should attend the meeting and 7 actually attended the meeting, including 4 on-site directors and 3 communication directors. The meeting was convened and presided over by Mr. Shao Zengming, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Henan Liliang Diamond Co.Ltd(301071) board of directors. The meeting was legal and valid.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
According to the work in 2021, the board of directors of the company prepared the work report of the board of directors for Henan Liliang Diamond Co.Ltd(301071) 2021, reviewed and summarized the main aspects of the work of the board of directors in 2021, and put forward the main tasks and objectives in the future.
The independent 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.
Voting results: 7 in favor, 0 against and 0 abstention; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Report on the work of the board of directors in 2021.
(II) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Shao Zengming, the general manager of the company, submitted the general manager’s work report of 2021 in combination with the external environment and the actual operation of the company in 2021.
Voting result: 7 affirmative votes; No negative vote; With 0 abstention, it was unanimously adopted by all directors.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
Dahua Certified Public Accountants (special general partnership) hired by the company audited the company’s financial statements in 2021 and prepared Henan Liliang Diamond Co.Ltd(301071) audit report and financial statements. The company’s chief financial officer and the general manager prepared Henan Liliang Diamond Co.Ltd(301071) financial statement report in 2021 according to Henan Liliang Diamond Co.Ltd(301071) audit report and financial statements.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021 on.
(IV) deliberated and passed the proposal on the company’s 2022 annual financial budget report
The chief financial officer and general manager of the company prepared the financial budget report of Henan Liliang Diamond Co.Ltd(301071) 2022 according to the financial situation and future business plan of the company in 2021.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
(V) deliberated and passed the proposal on the company’s 2021 annual report and its summary
In accordance with the measures for the administration of information disclosure of listed companies and other relevant laws and regulations and the relevant provisions of the Henan Liliang Diamond Co.Ltd(301071) articles of association, the company shall disclose the annual report to the public, and the company has prepared the Henan Liliang Diamond Co.Ltd(301071) 2021 annual report and its summary.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal can only come into force after being submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Annual report 2021 and summary of annual report 2021 on.
(VI) deliberated and passed the proposal on the company’s profit distribution plan for 2021
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company after the audited merger in 2021 is 23955530578 yuan, of which the net profit realized by the parent company is 22635511793 yuan. As of December 31, 2021, the audited accumulated profit available for distribution of the parent company is 46739338195 yuan, and the profit available for distribution to shareholders in the consolidated statements is 48654007701 yuan. According to the actual operation of the company, the articles of association and other relevant laws and regulations, and comprehensively considering the interests of shareholders and the long-term development needs of the company, the profit distribution plan of the company in 2021 is: take the total share capital of the company as Bestore Co.Ltd(603719) 80 shares up to now as the base, distribute 10 yuan of discovery bonus (tax included) to all shareholders for every 10 shares, and distribute a total cash dividend of Bestore Co.Ltd(603719) 8000 yuan (tax included). No bonus shares will be given for this profit distribution, and 10 shares will be added to all shareholders for every 10 shares with the capital reserve. The undistributed profits after this profit distribution will be carried forward to the subsequent annual distribution. If the company’s share capital changes after the board of directors deliberates and approves the profit distribution plan and before the implementation of the plan, the company will adjust the distribution proportion according to the principle of “fixed total amount” based on the total share capital on the equity registration date when the distribution plan is implemented.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the company’s profit distribution plan for 2021 (Announcement No.: 2022002).
(VII) deliberated and passed the proposal on renewing the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
Based on the needs of the company’s financial audit work, combined with the professional ability and service level of Dahua Certified Public Accountants (special general partnership) in the past audit work, the company plans to continue to hire Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on reappointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 (Announcement No.: 2022003).
(VIII) deliberated and passed the proposal on the company’s self-evaluation report on internal control in 2021
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the “enterprise internal control normative system”), combined with the company’s internal control system and evaluation methods, on the basis of daily and special supervision of internal control, The company’s management has evaluated the effectiveness of the company’s internal control as of December 31, 2021 (benchmark date of internal control evaluation report).
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
Details are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
(IX) deliberated and passed the proposal on the special report on the deposit and use of the company’s raised funds in 2021
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company’s operation and management prepared a special statement on the deposit and actual use of raised funds in 2021 and reported it to all directors.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the special report on the deposit and use of the company’s raised funds in 2021 (Announcement No.: 2022004). (x) the proposal on Authorizing the company to use idle self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of funds and increase the return of shareholders, the company plans to use idle self owned funds for cash management on the premise of ensuring that it does not affect the needs of the company’s production, operation and business development and effectively controlling risks, so as to better maintain and increase the value of the company’s cash and protect the interests of shareholders of the company. According to the provisions of Henan Liliang Diamond Co.Ltd(301071) articles of association and corresponding laws and regulations, The board of directors of the company plans to apply to the general meeting of shareholders to authorize the board of directors to exercise the following approval and decision-making authority within its authority:
The company is authorized to use its own idle funds to purchase low-risk financial products within the limit of 500 million yuan. This authorization takes effect from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders, and the validity period is one year. The above limit can be recycled and rolled within the validity period. At the same time, the board of directors authorizes the company’s management to exercise decision-making power, and the company’s finance department is responsible for the specific organization and implementation.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on Authorizing the company to use idle self owned funds for cash management (Announcement No.: 2022005).
（11） The proposal on the company and its wholly-owned subsidiaries applying for financing quota from financial institutions was deliberated and adopted
In view of the business development, production and operation needs of the company and its wholly-owned subsidiaries, the company and its wholly-owned subsidiaries apply to banks and other financial institutions for a financing limit of no more than 600 million yuan, and carry out various businesses within the limit, including but not limited to loans, bill acceptance, documentary bills, opening letters of credit, issuing letters of guarantee and so on, and according to the requirements of financial institutions, Take the property legally owned by the company and its wholly-owned subsidiaries as the collateral or pledge of the above comprehensive credit. The above credit line is not equal to the actual financing amount. The specific financing amount will be determined according to the actual needs of the company and its subsidiaries, and the amount will not exceed the above specific credit amount. Within the credit period, the credit line can be recycled; The financing interest rate, type and term shall be subject to the specific financing contract signed.
The company and its wholly-owned subsidiaries are authorized to finance 600 million yuan from banks and other financial institutions. This authorization takes effect from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders and is valid for one year, The board of directors of the company authorizes the legal representative or the authorized agent designated by the legal representative to sign the above credit line and various legal documents such as contracts, agreements and vouchers with banks and other financial institutions on behalf of the company within the validity period of this authorization. Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the company and its wholly-owned subsidiaries applying for financing quota from financial institutions (Announcement No.: 2022006).
（12） Deliberated and passed the proposal on changes in accounting policies
The company changes the corresponding accounting policies in accordance with the accounting standards for business enterprises issued by the Ministry of finance of the people’s Republic of China (hereinafter referred to as the “Ministry of finance”).
This accounting policy change is a reasonable change made by the company in accordance with the requirements of relevant standards of the Ministry of finance, which complies with relevant regulations. The implementation of the changed accounting policy can objectively and fairly reflect the company’s financial status and operating results, will not have a significant impact on the company’s financial statements, and will not damage the interests of the company and shareholders.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
Details are disclosed on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on changes in accounting policies (Announcement No.: 2022007).
（13） Deliberated and passed the proposal on the company’s 2021 annual audit report and financial statements
According to the company law and other laws, regulations, normative documents and the business rules of Shenzhen Stock Exchange, the company hired Dahua Certified Public Accountants (special general partnership) to audit the financial statements of the company in 2021, and Dahua Certified Public Accountants (special general partnership) issued a standard unqualified audit report.
Voting result: 7 votes in favor; 0 abstention; 0 votes against; Unanimously approved by all directors.
The proposal shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
（14） Proposal on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
In accordance with the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for companies listed on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and relevant format guidelines, the company has prepared a summary of non operating capital occupation and other related capital transactions in 2021, In addition, Dahua Certified Public Accountants (special general partnership) audited and issued the capital occupation of the company’s controlling shareholders and other related parties
