Securities code: 300083 securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022-016 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Special note on no profit distribution in 2021
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.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's profit distribution plan in 2021 at the 26th meeting of the Fifth Board of directors and the 25th meeting of the Fifth Board of supervisors held on February 18, 2022. The details are as follows:
1、 Basic information of 2021 profit distribution plan
1. Financial overview of 2021
According to the company's 2021 financial statements and audit report (Zhong Hui Zi (2022) No. 00151) issued by Zhonghua Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhong Hua"), the company (consolidated statement) realized a net profit of 500.1623 million yuan attributable to the owner of the parent company in 2021; The company (only the parent company) realized a net profit of -234.1919 million yuan in 2021. By the end of 2021, the undistributed profit of the company (consolidated statement) was -2604737500 yuan; The undistributed profit of the company (only the parent company) is -5041375600 yuan. 2. 2021 profit distribution plan
In view of the fact that the financial situation of the company in 2021 does not meet the conditions for cash dividends, in order to ensure the capital needs of the company's normal operation and steady development and protect the long-term interests of the company and all shareholders, on the premise of conforming to the principle of profit distribution, the profit distribution plan for 2021 proposed by the board of directors of the company is: no cash dividends, no bonus shares and no capital reserve converted into share capital.
2、 Explanation of the board of directors on the profit distribution plan for 2021
1. Reasons for no profit distribution in 2021
According to the articles of association and the shareholder return plan for the next three years (2020-2022), the conditions for the company's cash dividend are: when the net profit realized in the current year is positive and the undistributed profit at the end of the current year is positive, the company shall pay cash dividends. The net profit realized by the company in 2021 is positive, and the undistributed profit at the end of 2021 is negative, which does not meet the above conditions for cash dividends.
In order to ensure the capital needs of the company's normal operation and steady development, and seek long-term interests for the company and all shareholders, on the premise of conforming to the principle of profit distribution, the board of directors of the company has formulated a plan not to carry out profit distribution in 2021.
2. Legality and compliance of 2021 profit distribution plan
The company's profit distribution plan for 2021 complies with the provisions of the company law, accounting standards for business enterprises, notice on further implementation of matters related to cash dividends of listed companies, regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association, shareholder return plan for the next three years (2020-2022), etc, In line with the company's actual business situation and future development plan, and in line with the interests of the company and all shareholders.
The company's profit distribution plan for 2021 has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have issued clear consent opinions, which need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Deliberation opinions
1. Opinions of the board of directors
At the 26th meeting of the 5th board of directors held on February 18, 2022, the company deliberated and adopted the proposal on the company's profit distribution plan for 2021. The board of directors of the company believes that the profit distribution plan of the company in 2021 complies with relevant laws and regulations such as the company law, accounting standards for business enterprises, notice on matters related to the further implementation of cash dividends of listed companies, guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, company charter and shareholder return plan for the next three years (2020-2022) The provisions of normative documents are in line with the actual business situation and future development plan of the company and the interests of the company and all shareholders.
2. Opinions of independent directors
After careful review, the independent directors of the company believe that the financial situation of the company in 2021 does not meet the conditions for cash dividends, and the profit distribution plan formulated by the board of directors is conducive to the healthy and stable development of the company, is to seek long-term interests for the company and all shareholders, and is in line with the actual situation of the company. The company's profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law, the securities law and the articles of association, and there is no situation that damages the interests of the company's shareholders and other interested parties.
To sum up, we unanimously agree to the 2021 profit distribution plan of the company and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Opinions of the board of supervisors
At the 25th meeting of the 5th board of supervisors held on February 18, 2022, the company deliberated and passed the proposal on the company's profit distribution plan in 2021. After verification, the board of supervisors of the company considered that the company's financial situation in 2021 did not meet the conditions for cash dividends, and the profit distribution plan formulated by the board of directors was conducive to the healthy and stable development of the company, It is to seek long-term interests for the company and all shareholders, which is in line with the actual situation of the company. The company's profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law, the securities law and the articles of association, and there is no damage to the interests of the company's shareholders and other interested parties.
To sum up, we unanimously agree to the 2021 profit distribution plan of the company and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Other instructions
1. The company's 2021 profit distribution plan needs to be submitted to the company's 2021 annual general meeting of shareholders for deliberation and approval before it comes into force. Please pay attention to the investment risks.
2. The company's core business is developing well. In the future, it will concentrate resources, continue to strengthen and expand its core business, strictly implement the profit distribution policy, and give back to the majority of investors with good business performance!
5、 Documents for future reference
1. Resolutions of the 26th meeting of the 5th board of directors of the company;
2. Independent opinions expressed by independent directors of the company;
3. Resolutions of the 25th meeting of the 5th board of supervisors of the company;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) board of directors February 19, 2022
