Securities code: Xinxiang Richful Lube Additive Co.Ltd(300910) securities abbreviation: Xinxiang Richful Lube Additive Co.Ltd(300910) Announcement No.: 2022007 Xinxiang Richful Lube Additive Co.Ltd(300910)
Announcement of resolutions of the 7th Meeting of the 3rd 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 of the board of directors
Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as “the company”) the notice of the seventh meeting of the third board of directors 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. Guo Chunxuan, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended the meeting, and the company’s supervisors, senior managers and sponsors attended the meeting as nonvoting delegates.
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、 Deliberations of the board meeting
1. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
See the work report of the board of directors in 2021 disclosed on cninfo.com on April 12, 2022 for details（ http://www.cn.info.com.cn. ）Relevant announcements of.
The independent directors of the company, Mr. Zhao Hulin, Mr. Yang Dongsheng, Mr. Liu Shuanghong and Mr. Cheng Xianping, made a report on their work in 2021 at this board meeting and will report on their work at the 2021 annual general meeting. 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: 9 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 general manager’s work report of the company was deliberated and adopted
The board of directors of the company listened carefully to the general manager’s work report for 2021 reported to the board of directors by Mr. Guo Chunxuan, the general manager, and believed that the management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, so that the company maintained sustainable and stable development and achieved good business performance. The report objectively and truly reflected the main work of the management in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
3. The proposal on the 2021 annual report of the company and its summary was deliberated and adopted
After deliberation, the board of Directors believes that the 2021 annual report and the summary of 2021 annual report truly reflect the real situation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete. 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 of.
Voting results: 9 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. Deliberated and passed the proposal on the company’s 2021 financial final accounts report
In 2021, the company realized an operating revenue of 10811015 million yuan, a year-on-year increase of 25.58%; Among them, the operating income of carbon free paper color developer series products was 742803 million yuan, a year-on-year increase of 32.25%, and that of lubricating oil additive series products was 9961082 million yuan, a year-on-year increase of 26.23%; The net profit attributable to the common shareholders of the company was 2010474 million yuan, a year-on-year increase of 9.94%; The net profit of the parent company was 199051900 yuan, a year-on-year increase of 7.49%; The net cash flow from operating activities was 581206 million yuan, a year-on-year decrease of 73.17%; The net assets attributable to the parent company were 21579363 million yuan, a year-on-year increase of 3.90%.
After deliberation, the board of Directors 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: 9 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. The proposal on the 2021 profit distribution plan of the company was reviewed and approved
Audited by Zhonghui Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 was 2010474 million yuan, and the parent company realized a net profit of 1990519 million yuan. In accordance with the provisions of the company law and the articles of association, the statutory surplus reserve of RMB 19.952 million was withdrawn, plus the undistributed profit of RMB 3506192 million at the beginning of the period, minus the cash dividend of RMB 120 million in 2020 issued in 2021. As of December 31, 2021, the audited profit available for distribution to shareholders was RMB 4117614 million.
Based on the company’s sustained and steady profitability, good financial condition and good expectations for future development, in order to actively and reasonably repay investors and share enterprise value, the company plans to make the following distribution based on the total share capital of 150000000 shares at the end of 2021:
Distribute cash dividends of 8 yuan (including tax) to all shareholders for every 10 shares, totaling 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.
The independent directors of the company expressed their independent opinions on the proposal.
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: 9 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. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The daily related party transactions expected to occur in 2022 are the objective needs of the company for normal production and operation activities, and are 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.
The independent directors have issued their prior approval opinions and clearly agreed independent opinions on the proposal, and the recommendation institution has issued its agreed verification opinions on the proposal. For details, see the company’s disclosure on cninfo.com on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of.
Li Rui and Huang Maosheng, affiliated directors of the company, avoided voting on this proposal.
Voting results: 7 in favor, 2 in avoidance, 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 using some over raised funds to permanently supplement working capital was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company, in accordance with the relevant provisions of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, and in line with the principle of maximizing the interests of shareholders, In order to improve the use efficiency of the raised funds, on the premise of ensuring the capital demand for the construction of the raised funds, combined with the actual operation situation of the company, use part of the over raised funds to permanently supplement the working capital, so as to improve the working capital situation of the company, reduce the financial cost and improve the use efficiency of the raised funds.
As of April 8, 2022, the balance of over raised funds of the company was 1408355 million yuan, including 130 million yuan of time deposit (the interest rate agreed on the certificate of time deposit is 1.80%, the term of time deposit is from December 30, 2021 to June 30, 2022), and the balance of demand deposit was 108355 million yuan. The company plans to supplement the working capital as a whole with the time deposit and the interest income after the maturity of the time deposit and the interest income of the current deposit and the interest income of the current deposit (to be implemented after the maturity of the time deposit). As of April 8, 2022, the balance of over raised funds accounted for 20.07% of the total over raised funds. After the time deposit expires, the estimated balance of over raised funds is 1420732 million yuan (including interest, and the actual amount is subject to the balance of the special account on the day of fund transfer out), accounting for 20.24% of the total amount of over raised funds. After using part of the over raised funds to permanently supplement the working capital, the balance of the company’s over raised funds account is 0 yuan, and the company will cancel the relevant special account for raised funds.
The independent directors of the company expressed their independent opinions on the proposal; The recommendation institution Dongxing Securities Corporation Limited(601198) issued an agreed verification opinion on the proposal.
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: 9 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.
8. The proposal on the company’s 2021 annual internal control self-evaluation report was deliberated and adopted
After deliberation, 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, and implemented them to provide an effective guarantee for the sustainable and healthy operation and management of the company.
The independent directors of the company expressed their independent opinions on the proposal.
The sponsor Dongxing Securities Corporation Limited(601198) issued the verification opinions of the company’s self-evaluation report on internal control in 2021.
Zhonghui Certified Public Accountants (special general partnership) audited the effectiveness of the company’s internal control over financial reports in 2021 and issued Xinxiang Richful Lube Additive Co.Ltd(300910) internal control assurance report.
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: 9 in favor, 0 against and 0 abstention.
9. The proposal on the special report on the deposit and use of the company’s raised funds in 2021 was reviewed and approved
After deliberation, the board of Directors believes that the company uses the raised funds in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the company’s management system for raised funds, and timely Truthfully, accurately and completely performed the relevant information disclosure work, and there was no illegal use of the raised funds.
The independent directors of the company expressed their independent opinions on the proposal.
The company’s sponsor Dongxing Securities Corporation Limited(601198) issued the special verification report on the deposit and use of the company’s raised funds in 2021.
Zhonghui Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds in Xinxiang Richful Lube Additive Co.Ltd(300910) year.
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: 9 in favor, 0 against and 0 abstention.
10. Deliberated and passed the proposal on applying for credit line from financial institutions
According to the needs of the company’s business development, the company and its subsidiaries intend to apply to financial institutions for credit business. The types of credit business include but are not limited to trade financing, project financing, acceptance bill, bill discount, letter of guarantee, letter of credit, etc. the guarantee methods include credit, mortgage of the company’s own assets, guarantee provided by the company’s shareholders, mutual guarantee between the company and its subsidiaries, etc. The above credit is not equal to the actual financing amount of the company and its subsidiaries. The actual financing amount shall be subject to the financing agreement actually signed between the financial institution and the company and its subsidiaries, and the total amount shall not exceed RMB 800 million.
The company and the board of directors authorize the legal representative of the company or the authorized agent designated by the legal representative to handle the above related businesses on behalf of the company, sign credit related documents and sign financing related agreements within the above actual financing line. The single financing within the total amount of the above actual financing will not be reported to the board of directors or the general meeting of shareholders for deliberation and voting, but the credit granting matters involving the company’s external guarantee still need to perform the relevant deliberation procedures in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association.
The time limit for applying for credit business, handling actual financing and relevant authorization will take effect from the date of deliberation and approval by the board of directors, and the validity period is 12 months. The actual financing limit can be recycled within the time limit.
The independent directors of the company expressed their independent opinions on the proposal.
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.
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