Securities Code: 301323 Securities Abbreviation: Xinlefu Announcement No.: 2026-009
Guangzhou Xinlefu New Material Co., Ltd. Resolution Announcement of the 17th Meeting of the Second Board of Directors
The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The 17th Meeting of the Second Board of Directors of Guangzhou Xinlefu New Material Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Meeting") was held in the Company's meeting room on April 24, 2026, in an on-site meeting format. The meeting notice was delivered to all directors on April 13, 2026. A total of 7 directors were eligible to attend the meeting, and 7 directors actually attended. The number of attendees complies with the provisions of the "Company Law" and the "Articles of Association." All senior management personnel of the Company attended the meeting, which was presided over by Mr. Wang Xiaoming, Chairman of the Board.
The convening and holding of this meeting comply with the relevant laws and regulations such as the "Company Law" and the "Securities Law," as well as the "Articles of Association" and other rules. The resolutions of the meeting are legal and valid.
II. Deliberation of the Board Meeting
The meeting voted by ballot to consider the following proposals:
(I) Deliberation and Approval of the "Proposal on the Company's <2025 Annual Board of Directors Work Report>"
After deliberation, the Board of Directors believes that the content of the "2025 Annual Board of Directors Work Report" truthfully, accurately, and completely reflects the work of the Board of Directors. The Board of Directors has strictly followed the provisions of laws and regulations such as the "Company Law" and the "Securities Law," and the "Articles of Association" and "Board of Directors Meeting Rules" to earnestly perform the duties entrusted by the shareholders' meeting, diligently carry out various tasks, and effectively protect the interests of shareholders.
Independent Directors Zeng Dechang, Du Liyan, and Li Huizhi submitted their "2025 Annual Independent Director Performance Reports" to the Board of Directors, and they will present their reports at the Company's 2025 Annual Shareholders' Meeting.
The Board of Directors received the self-assessment documents on independence signed by the incumbent independent directors. In accordance with the "Administrative Measures for Independent Directors of Listed Companies" and other relevant regulations, the Board of Directors issued a special opinion on the independence of the independent directors.
For details, please refer to the relevant announcement disclosed on the same day on the Juchao Information Network (www.cninfo.com.cn). Voting results: 7 votes in favor; 0 votes against; 0 votes abstained.
This proposal needs to be submitted to the Company's 2025 Annual Shareholders' Meeting for deliberation.
(II) Deliberation and Approval of the "Proposal on the Company's <2025 Annual General Manager Work Report>"
The Board of Directors listened carefully to the "2025 Annual General Manager Work Report" delivered by Mr. Wang Xueqiu, General Manager of the Company. It is believed that the "2025 Annual General Manager Work Report" truthfully and accurately reflects the Company's operating conditions in 2025 and the implementation and execution of the Company's various systems and the Board of Directors' resolutions by the management in 2025. Voting results: 7 votes in favor; 0 votes against; 0 votes abstained.
(III) Deliberation and Approval of the "Proposal on the Company's 2025 Profit Distribution Plan"
After deliberation, the Board of Directors believes that this profit distribution plan complies with the "Company Law," "Supervision Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies," and the "Articles of Association," and is in line with the Company's profit distribution policy. This profit distribution plan is legal, compliant, and reasonable.