Securities code: Xinxiang Richful Lube Additive Co.Ltd(300910) securities abbreviation: Xinxiang Richful Lube Additive Co.Ltd(300910) Announcement No.: 2022008 Xinxiang Richful Lube Additive Co.Ltd(300910)
Announcement on the resolution of the 7th Meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as “the company”) the notice of the seventh meeting of the third board of supervisors was sent by e-mail on March 29, 2022, and the meeting was held in the company’s conference room in the form of on-site meeting and communication on April 8, 2022. The meeting was convened and presided over by Mr. Zhang Yong, chairman of the board of supervisors of the company. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting.
The convening, convening and voting of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the Xinxiang Richful Lube Additive Co.Ltd(300910) articles of Association (hereinafter referred to as the articles of association), and the meeting is legal and valid. 2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
The board of supervisors believes that according to the work of the board of supervisors in 2021, the board of supervisors has formulated the work report of the board of supervisors in 2021, including the convening of the meeting of the board of supervisors in 2021 and the independent opinions of the board of supervisors on relevant matters of the company in 2021. The notice, convening and voting procedures of the meeting of the board of supervisors during the reporting period comply with the relevant provisions of the company law and the articles of association.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Work report of the board of supervisors in 2021.
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 of the company and its summary was deliberated and adopted
The board of supervisors believes that the annual report of the company for 2021 and its abstract truly, accurately and completely reflect the financial situation and operating results of the company in 2021, and there are no false records, misleading statements or major omissions.
The full text and abstract of the company’s 2021 annual report are detailed in the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
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. Deliberated and passed the proposal on the company’s 2021 financial final accounts report
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 the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
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 2021 profit distribution plan of the company was reviewed and approved
The board of supervisors believes that the company’s profit distribution plan for 2021 not only considers the reasonable return on investment to investors, but also takes into account the sustainable development of the company. It complies with the relevant laws and regulations, normative documents and the relevant provisions and requirements of the articles of association on cash dividends, such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and there is no damage to the interests of the company and shareholders, Agree to the company’s profit distribution plan for 2021: distribute cash dividends of 8 yuan (including tax) for every 10 shares to all shareholders, with a total cash dividend of 120 million yuan. In this year, the company will not convert capital reserve into share capital and will not give bonus shares. After the above distribution, all the remaining undistributed profits are carried forward to subsequent years.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
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. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The board of supervisors believes that the daily related party transactions expected to occur in 2022 are the objective needs of the company for normal production and operation activities and in line with the interests of the company. Related party transactions follow the fair and just market principles, and the pricing is fair and reasonable, which will not damage the interests of the company and minority shareholders, have no adverse impact on the company’s financial status and operating results, and have no impact on the company’s independence.
The explanation of the board of directors of the company on the difference between the actual and expected daily related party transactions in 2021 is consistent with the actual situation of the company. The daily related party transactions that have occurred in 2022 are fair and reasonable and do not harm the interests of the company and other non related party shareholders.
The deliberation and decision-making procedures of this matter comply with the provisions of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the articles of association.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
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.
6. The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
The board of supervisors believes that the company’s use of over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement working capital is conducive to improving the use efficiency of raised funds, meeting the needs of the company’s business development for working capital, improving the profitability of the company and in the interests of all shareholders. The use of over raised funds does not conflict with the implementation plan of the investment projects with raised funds, does not affect the normal progress of the investment projects with raised funds, does not change the investment direction of raised funds in a disguised manner and damage the interests of investors, and complies with the relevant provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The board of supervisors of the company unanimously agreed that the company would use the over raised funds (the balance as of April 8, 2022 was 1408355 million yuan, and the balance after the maturity of relevant time deposits was 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
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.
7. The proposal on the company’s 2021 annual internal control self-evaluation report was deliberated and adopted
The board of supervisors believes that the company has established an internal control system covering all aspects of the company’s operation and management and meeting the company’s management requirements and development needs in accordance with the basic norms of enterprise internal control, the supporting guidelines for enterprise internal control and the relevant provisions of the securities regulatory authorities on the construction of internal control of listed companies, and in combination with the actual situation of the company’s current business. The current internal control system is relatively standardized and complete, The internal control organization is complete and reasonably set, which ensures the orderly development of the company’s business activities and effectively protects the fundamental interests of all shareholders of the company. The company’s 2021 internal control self-evaluation report objectively and truly reflects the actual situation of the company’s current internal control system construction, operation, system implementation and supervision. During the reporting period, the company did not violate laws and regulations, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the articles of association and the company’s internal control system.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
Voting results: 3 in favor, 0 against and 0 abstention.
8. The proposal on the special report on the deposit and use of the company’s raised funds in 2021 was reviewed and approved
The board of supervisors held that during the reporting period, the deposit and use of the company’s raised funds were in line with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and there were no violations in the deposit and use of raised funds, and there was no disguised change in the investment direction of raised funds, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
Voting results: 3 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on applying for credit line from financial institutions
The board of supervisors believes that the company’s business is in good condition and its financial condition is stable. The application of the company and its subsidiaries for credit business from financial institutions this time complies with the provisions of relevant laws, regulations and the articles of association and will not damage the interests of the company and shareholders. The board of supervisors agrees with the relevant matters of the company and its subsidiaries applying for credit line from financial institutions.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
Voting results: 3 in favor, 0 against and 0 abstention.
10. Deliberated and passed the proposal on the proposed renewal of accounting firm
The board of supervisors believes that Zhonghui Certified Public Accountants (special general partnership) has the qualification to engage in securities related businesses. During its tenure as the company’s audit institution in 2021, it has independently, objectively and impartially provided high-quality audit services and effectively safeguarded the interests of all shareholders. Zhonghui Certified Public Accountants (special general partnership) can meet the company’s requirements for audit institutions in terms of independence, professional competence, investor protection and integrity. This renewal is conducive to ensuring the quality of the audit work of the listed company and protecting the legitimate rights and interests of all shareholders, especially the interests of minority shareholders. It is agreed that the company plans to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to provide audit services for the company.
For details, please refer to the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
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.
11. Deliberated and adopted the remuneration plan for directors and supervisors in 2022
In order to fully mobilize the work enthusiasm of the company’s directors and supervisors, the remuneration plan for directors and supervisors in 2022 is formulated as follows:
1. The annual remuneration of directors and supervisors serving in the company shall be implemented in accordance with the provisions of the company’s remuneration system and performance management policy, and shall be paid after the completion of the company’s profit plan and the assessment of the personal performance and work contribution of directors and supervisors.
2. The annual allowance of directors and supervisors recommended by shareholders who do not work in the company is 96000 yuan / person (before tax), unless otherwise specified by shareholders.
3. The annual allowance for independent directors is 96000 yuan / person (before tax).
The transportation expenses incurred by directors and supervisors attending the general meeting of shareholders, the board of directors and the board of supervisors shall be borne by themselves. Other expenses incurred in exercising functions and powers in accordance with the articles of association shall be reimbursed by the company according to the facts.
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、 Documents for future reference
1. Resolution of the 7th Meeting of the 3rd board of supervisors.
It is hereby announced.
Xinxiang Richful Lube Additive Co.Ltd(300910) board of supervisors April 12, 2022
