Securities code: Shenzhen Xfh Technology Co.Ltd(300890) securities abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Announcement No.: 202208
Shenzhen Xfh Technology Co.Ltd(300890)
Special note on the company’s intention not to make profit distribution in 2021
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as “the company”) held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors on March 1, 2022, and deliberated and adopted the proposal on the company’s proposed no profit distribution in 2021, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of 2021 profit distribution plan
Audited by Zhonghua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 9983940125 yuan, and the accumulated undistributed profit in the consolidated statements was 33549786721 yuan.
In combination with the company’s operation in 2021 and the company’s development fund demand in 2022, and on the premise of taking into account the company’s development, future investment plan and shareholders’ interests, the profit distribution plan for 2021 is: no cash dividend, no bonus shares and no conversion of provident fund into share capital.
2、 Reasons for no profit distribution in 2021
At present, the company is in the stage of rapid development. In order to expand the company’s production capacity, in addition to the ongoing construction of fund-raising projects, the company also established the holding subsidiary Sichuan Shenzhen Xfh Technology Co.Ltd(300890) new energy materials Co., Ltd. in June 2021 to produce graphite cathode materials, with an annual production scale of 60000 tons and a planned investment of 1.2 billion yuan. At present, Sichuan Shenzhen Xfh Technology Co.Ltd(300890) production project is under construction.
At the same time, in order to accelerate the agglomeration of innovative resources and industrial resources of graphite and graphene new materials, promote the transformation of R & D achievements, and promote the large-scale, high-end and international development of the industry, the company plans to sign the project investment agreement with Shanghai Baoshan government, which will have a large demand for funds in the future, For details, please refer to the announcement on the signing of project investment agreement and foreign investment between the company and Shanghai Baoshan government (Announcement No.: 202214).
In conclusion, the management has made the above profit distribution plan after comprehensively considering the future development of the company and the reasonable return of investors, which is in line with the provisions of the articles of association and conducive to the sustainable development of the company in the future.
3、 Compliance and legality of profit distribution plan
The profit distribution plan complies with the company law, the accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The relevant provisions on profit distribution in laws, regulations and relevant systems such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association of the CSRC match the actual situation of the company, fully consider the reasonable investment return to the majority of investors, and are conducive to sharing the operating results of the company’s growth with all shareholders. The profit distribution plan is legal, compliant, reasonable and feasible.
4、 Relevant review and approval procedures
1. Deliberations of the board of directors
On March 1, 2022, the company held the 13th meeting of the second board of directors, deliberated and passed the proposal on the proposed no profit distribution in 2021, and the board of directors agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberation of the board of supervisors
On March 1, 2022, the company held the 12th meeting of the second board of supervisors, which deliberated and passed the proposal on no profit distribution in 2021. The board of supervisors held that the plan of no profit distribution of the company combines the future development and capital arrangement of the company and does not damage the interests of other shareholders of the company, especially small and medium-sized shareholders, From the perspective of more conducive to the development of the company and return to investors in the future, the non profit distribution this time meets the requirements, and we agree to the proposal.
3. Opinions of independent directors
After careful consideration of the proposal on no profit distribution in 2021, the independent directors believe that: the company plans not to carry out profit distribution. After careful consideration of the company’s development plan and capital arrangement by the board of directors, there is a clear use plan, which is in line with the company law, accounting standards for business enterprises The relevant provisions on profit distribution in the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association of the CSRC are in line with the actual operation and financial situation of the company, There is no damage to the interests of the company and minority shareholders. Unanimously agreed to the proposal on the company’s proposed no profit distribution in 2021 and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Relevant tips
The company plans not to make profit distribution this time, which will take effect only after being deliberated and approved by the company’s 2021 annual general meeting of shareholders. Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
1. Shenzhen Xfh Technology Co.Ltd(300890) the resolution of the 13th meeting of the second board of directors;
2. Shenzhen Xfh Technology Co.Ltd(300890) the resolution of the 12th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 13th meeting of the second board of directors.
It is hereby announced.
Shenzhen Xfh Technology Co.Ltd(300890) board of directors March 3, 2022
