Securities code: Luolai Lifestyle Technology Co.Ltd(002293) securities abbreviation: Luolai Lifestyle Technology Co.Ltd(002293) Announcement No.: 2022009
Luolai Lifestyle Technology Co.Ltd(002293)
Announcement of resolutions of the 15th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Luolai Lifestyle Technology Co.Ltd(002293) (hereinafter referred to as "the company" or "the company") the notice of the 15th meeting of the 5th board of directors was sent by e-mail and personal delivery on April 8, 2022. The meeting was held by means of communication in the conference room of the company at 10:00 a.m. on April 18, 2022. The meeting was convened and presided over by Mr. Xue Weicheng, chairman of the board. There were 9 directors and 9 actual directors. The supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening procedures shall comply with the provisions of relevant laws, regulations and the articles of association. After careful deliberation by the directors attending the meeting, the following proposals were voted and adopted. The meeting considered and adopted the following proposals:
I The work report of the board of directors in 2021 was considered and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company submitted the report on the work of independent directors and will report on their work at the 2021 annual general meeting of shareholders. The report on the work of the board of directors in 2021 and the report on the work of independent directors were published on cninfo.com on April 20, 2022. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
II The 2021 president's work report was reviewed and adopted.
The 2021 president's work report includes the overview of the main situation in 2021, the main achievements, the 2022 business plan, risks and countermeasures, etc.
Voting results: 9 in favor, 0 against and 0 abstention.
III The annual report for 2021 and its summary were considered and adopted.
After review, the board of Directors believes that the contents of the 2021 annual report and the abstract of the company truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. The company's 2021 annual report was published on cninfo.com on April 20, 2022, and the summary of 2021 annual report was published on cninfo.com and securities times on the same day.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
IV The report on self-evaluation of internal control in 2021 was considered and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their "consent" to the report. The specific contents of the report and the corresponding opinions of the board of supervisors of the company were published on cninfo.com on April 20, 2022.
V The special report on the deposit and use of raised funds in 2021 was reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
The special report on the deposit and use of raised funds in 2021 was published on cninfo.com and securities times on April 20, 2022, and the opinions of independent directors and relevant intermediaries were published on cninfo.com on the same day.
Vi Reviewed and adopted the financial final accounts report for 2021.
The main accounting data and financial indicators of 2021 are as follows:
Increase or decrease in 2021 over the previous year
Operating income (yuan): 576 Gansu Shangfeng Cement Co.Ltd(000672) 820 17.30%
Net profit attributable to shareholders of listed companies 71321459137 21.92%
(yuan)
The deduction attributable to shareholders of listed companies is not subject to 67853292414 22.13%
Net profit of recurring profit and loss (yuan)
Net cash flow from operating activities 72793223260 - 14.48%
(yuan)
Basic earnings per share (yuan / share) 0.859621.67%
Diluted earnings per share (yuan / share) 0.854521.05%
Weighted average return on net assets 16.47% 2.36%
Increase or decrease at the end of 2021 compared with the end of the previous year
Total assets (yuan): 626575310494 7.38%
Net assets attributable to shareholders of listed companies 405970947451 - 5.33%
(yuan)
Results: 0 votes in favor and 9 abstentions.
See the audit report for the detailed contents of the financial statement report of 2021. The audit report is published on cninfo.com and securities times on April 20, 2022. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. VII The 2021 profit distribution plan was reviewed and approved.
Voting results: 9 in favor, 0 against and 0 abstention.
On the principle of maintaining the continuity and stability of the profit distribution policy and conducive to the continuous and steady growth of the company, the company puts forward the profit distribution plan for 2021: Based on the total share capital base on the equity registration date when the distribution plan is implemented in the future, the company will distribute a cash dividend of 6 yuan (tax included) for every 10 shares to all shareholders, and the remaining undistributed profits will be carried forward to the following years. Capital reserve shall not be converted into share capital.
For details, see the announcement on the company's profit distribution plan for 2021 published on cninfo.com and securities times on April 20, 2022.
The profit distribution plan shall be submitted to the 2021 annual general meeting for deliberation and approval. The independent directors have expressed their "consent" opinions on this proposal. For details, please refer to cninfo.com published on the same day. VIII The proposal on estimated daily connected transactions in 2022 was considered and adopted.
Voting results: 5 in favor, 0 against, 0 abstention and 4 abstention.
In 2022, the company will have related party transactions with related parties Nantong Minfeng Color Printing Co., Ltd., Nantong lailuo packaging decoration Co., Ltd., Nantong Haiya Packaging Co., Ltd., Shanghai Luolai Health Technology Co., Ltd., mingdechuang Business Consulting Co., Ltd., Luolai curtain (Shanghai) Co., Ltd. and Shanghai Sanying striver innovative Talent Management Service Co., Ltd. the main business content involves the purchase of posters and other printed materials and packaging supplies, The total amount of renting houses, authorizing the use of trademarks, and providing or receiving labor services to related parties is expected to be no more than 77.5 million yuan. The total amount of similar transactions last year was 487643 million yuan. Xue Weicheng, a related director, controls Nantong Minfeng Color Printing Co., Ltd. because of his brother, his brother and his nephew jointly control Nantong Haiya Packaging Co., Ltd., his brother-in-law controls Nantong lailuo packaging decoration Co., Ltd., his spouse controls Shanghai Luolai Health Technology Co., Ltd., Luolai curtain (Shanghai) Co., Ltd., which is indirectly controlled by him and serves as a supervisor Its indirect control of Shanghai three win striver Innovative Talent Management Service Co., Ltd. and avoidance of voting; Xue Weibin, a related director, avoided voting because he controlled Mingde inheritance Business Consulting Co., Ltd., Tao YONGYING avoided voting because he was Xue Weibin's wife, and Xue Jiachen avoided voting because he was Xue Weicheng's son.
The announcement on the forecast of daily connected transactions in 2022 was published on cninfo.com and securities times on April 20, 2022. The independent directors expressed their prior approval opinions and independent opinions on the proposal, which were published on cninfo.com on the same day.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
IX Review the performance plan of directors' remuneration (allowance) in 2022.
All directors of this proposal avoid voting and directly submit it to the general meeting of shareholders for deliberation.
The remuneration (allowance) performance plan for directors, supervisors and senior managers in 2022 was published on cninfo.com and securities times on April 20, 2022. The independent directors expressed their "consent" opinions on this proposal. See cninfo.com on the same day for details. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. X The 2022 senior management compensation (allowance) performance plan was reviewed and approved.
Voting result: 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote. Xue Jiachen, a related director, avoided voting because he was involved in his own interests.
The remuneration (allowance) performance plan for directors, supervisors and senior managers in 2022 was published on cninfo.com and securities times on April 20, 2022. The independent directors expressed their "consent" opinions on this proposal. See cninfo.com on the same day for details. Xi Deliberated the proposal on purchasing liability insurance for directors, supervisors and senior managers.
All directors of this proposal avoid voting and directly submit it to the general meeting of shareholders for deliberation.
The board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors within the above authority, and agree that the board of directors authorizes the management of the company to handle the affairs of all directors, supervisors Matters related to the purchase of senior management liability insurance (including but not limited to determining other relevant responsible personnel, determining insurance companies, determining insurance amounts, premiums and other insurance terms, selecting and appointing insurance brokerage companies or other intermediaries, signing relevant legal documents and dealing with other matters related to insurance), And handle matters related to renewal or re insurance at or before the expiration of the above liability insurance contract in the future.
The announcement on purchasing liability insurance for directors, supervisors and senior managers was published on cninfo.com and securities times on April 20, 2022. The independent directors have expressed their "consent" opinions on this proposal. For details, please refer to cninfo.com published on the same day. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. XII The proposal on renewing the appointment of audit institutions was deliberated and adopted.
Results: 0 votes in favor and 9 abstentions.
The announcement on renewing the appointment of audit institutions was published on cninfo.com and securities times on April 20, 2022. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. For details, please refer to cninfo.com published on the same day. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. XIII The proposal on using self owned funds and raised funds for cash management was deliberated and adopted.
Results: 0 votes in favor and 9 abstentions.
The company plans to use its own funds of no more than RMB 2 billion and raised funds of RMB 145 million for cash management, which can be used on a rolling basis. The validity period is from the date of deliberation and approval by the general meeting of shareholders to 12 months. The announcement on the use of self owned funds and raised funds for cash management and other specific contents were published on cninfo.com and securities times on April 20, 2022. The independent directors gave their independent opinions, and the sponsor issued relevant verification opinions. See cninfo.com on the same day for details. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. XIV The first quarter report of 2022 was considered and adopted.
Results: 0 votes in favor and 9 abstentions.
The preparation and review procedures of the company's report for the first quarter of 2022 comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The specific contents are published on cninfo.com and securities times on April 20, 2022.
XV The proposal on the appointment of senior managers was deliberated and adopted.
Results: 0 votes in favor and 9 abstentions.
The company's announcement on the appointment of senior managers was published on cninfo.com and the securities times on April 20, 2022. The independent directors expressed their agreed independent opinions. See cninfo.com on the same day for details. XVI The proposal on applying for credit from banks was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
In order to ensure the business development of the company and meet the demand for working capital, the company and its subsidiaries intend to apply to banks and other relevant financial institutions for a comprehensive credit line of no more than RMB 2 billion (the final credit line approved by the bank shall prevail). The above credit line to be applied for is not equal to the actual use amount of the company
