Securities code: Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) securities abbreviation: Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Announcement No.: 2022010
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762)
Announcement of resolutions of the 14th meeting of the 4th 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.
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) (hereinafter referred to as “the company”) the 14th meeting of the 4th board of directors was held on site in the company’s conference room on April 14, 2022. The notice of the meeting was sent by telephone and in writing on April 1, 2022. The meeting was presided over by Mr. Lin Haoliang, chairman of the board. There were 7 directors who should attend and 7 directors who actually attended. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association, and the meeting shall be legal and effective. After deliberation and voting by the directors present at the meeting, the following resolutions are adopted:
1、 The annual report and summary for 2021 were reviewed and adopted
For details of the 2021 annual report, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. For details of the company’s 2021 annual report summary (Announcement No.: 2022012), please refer to China Securities Journal, securities times, Shanghai Securities News and http://www.cn.info.com.cn Announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
2、 The work report of the board of directors in 2021 was reviewed and adopted
Mr. Cai Biao, Mr. Yao Ming’an and Mr. Ji Chuansheng, 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. For the report on the work of independent directors, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 The general manager’s work report for 2021 was reviewed and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
4、 Reviewed and adopted the financial final accounts report of 2021
The company’s 2021 annual financial statement has been audited and verified by Huaxing Certified Public Accountants (special general partnership), and has issued a standard unqualified audit report.
In 2021, the company realized an operating revenue of 299.32 million yuan, a total profit of 8.01 million yuan and a net profit of 13.82 million yuan, down 4.41%, 78.02% and 57.36% respectively compared with 2020. The asset liability ratio is 8.08%, the current ratio is 4.7 times, the accounts receivable turnover rate is 16.26 times, the inventory turnover rate is 0.90 times, the weighted average return on net assets is 1.42%, and the earnings per share is 0.04 yuan.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 The profit distribution plan for 2021 was reviewed and approved.
According to the results of the financial audit of the company in 2021 by Huaxing Certified Public Accountants (special general partnership), the company (parent company) realized a net profit of 5285905535 yuan in 2021, and the cumulative distributable profit was 46722414568 yuan after withdrawing 528590554 yuan of 10% statutory surplus reserve in accordance with the articles of Association. According to the actual development needs of the company, the board of directors proposed the following profit distribution plan for 2021:
1. Based on the total share capital of 354025000 shares of the company, a cash dividend of 0.5 yuan (including tax) is distributed to all shareholders for every 10 shares. The total profit distribution is 1770125000 yuan.
2. The profit distribution of this year will not be converted into capital stock with capital reserve or bonus shares.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The proposal has been deliberated and approved by the board of supervisors of the company, and the independent directors have expressed their consent. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to profit distribution in 2021. Please refer to China Securities News, securities times, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement of profit distribution plan for 2021 (Announcement No.: 2022013).
Voting results: 7 in favor, 0 against and 0 abstention.
6、 The report on self-evaluation of internal control in 2021 was considered and adopted.
According to the basic norms of enterprise internal control and the company’s internal control management system jointly issued by the China Securities Regulatory Commission and the Ministry of finance, the company conducted a self-evaluation of internal control in 2021, and prepared and issued the self-evaluation report of internal control in 2021. As of December 31, 2021, the company has established a relatively complete, reasonable and effective internal control system, and no major internal control defects have been found during the implementation of the system. The company will continue to improve the internal control system, strengthen the awareness of standardized operation, strengthen the internal supervision mechanism, and promote the healthy and sustainable development of the company. The independent directors have expressed their consent to the 2021 internal control self-evaluation report. Please refer to cninfo.com, the designated information disclosure media of the company for details（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. For the special report on the deposit and use of raised funds in 2021 (No. 2022014), please refer to China Securities News, securities times, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）； The proposal was reviewed and approved by the board of supervisors, and the independent directors expressed their consent. Voting results: 7 in favor, 0 against and 0 abstention.
8、 The proposal on renewing the appointment of accounting firms was deliberated and adopted.
In view of Huaxing Certified Public Accountants (special general partnership)’s due diligence and ability to conduct independent audit with a fair and objective attitude during its tenure as the company’s audit institution in 2021, after the study of the board of directors, it is proposed to continue to employ Huaxing Certified Public Accountants (special general partnership) as our financial audit institution in 2022.
Please refer to China Securities News, securities times, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms (No. 2022015)
This proposal has been approved in advance by the independent directors of the company and has expressed their independent opinions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
9、 The proposal on the confirmation of related party transactions in 2021 and the prediction of daily related party transactions in 2022 was considered and adopted.
It is estimated that in 2022, the company will continue to lease the Shantou Junyue Huating real estate under the name of the daughter of the actual controller (Lin Haoliang and Lin ruowen are the actual controllers of the company) Ms. Lin Yanjing for the operation of Direct stores. The company plans to have a related party transaction with the daughter of the actual controller Ms. Lin Yanjing with a transaction amount of no more than RMB 1062000.
This proposal has been approved in advance by the independent directors of the company and has expressed their independent opinions.
Related directors Lin Haoliang, Lin ruowen and Lin Guodong avoided voting.
Please refer to China Securities News, securities times, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the confirmation of related party transactions in 2021 and the prediction of daily related party transactions in 2022 (No. 2022016)
Voting results: 4 in favor, 0 against, 0 abstention and 3 abstention.
10、 The proposal on changes in accounting policies was deliberated and adopted.
Please refer to China Securities News, securities times, Shanghai Securities News and cninfo.com.cn for details Announcement on changes in accounting policies (No. 2022017) disclosed. The proposal has been deliberated by the independent directors of the company, and the independent opinions agreed have been issued. Please refer to http://www.cn.info.com.cn for relevant independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
11、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
For details of the notice on convening the 2021 annual general meeting of shareholders (No. 2022018), please refer to the information disclosure media designated by the company, such as China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN). Voting results: 7 in favor, 0 against and 0 abstention.
12、 The proposal on the appointment of securities affairs representatives was deliberated and adopted.
For details of the announcement on the appointment of securities affairs representatives (No. 2022019), please refer to China Securities News, securities times, Shanghai Securities News and http://www.cn.info.com.cn. Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) board of directors April 18, 2022
