Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022022 Wuxi Dk Electronic Materials Co.Ltd(300842)
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.
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”) held the eighth meeting of the second board of directors and the eighth meeting of the second board of supervisors on March 8, 2022, and deliberated and adopted the proposal on the company’s profit distribution plan in 2021. This proposal still needs to be submitted to the company’s 2021 annual general meeting for deliberation. The relevant matters are hereby announced as follows.
1、 2021 profit distribution plan of the company
Audited by zhongtianyun Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 9393569923 yuan; As of December 31, 2021, the undistributed profit of the parent company was 28068942942 yuan, the undistributed profit in the consolidated statements was 27564261387 yuan, the capital reserve was 52599593895 yuan and the surplus reserve was 3126712291 yuan. According to the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, given that the company is currently in the period of major asset restructuring by issuing shares to buy assets and raising supporting funds, and taking into account the company’s current operating conditions and major development plans in the future, the company plans not to distribute cash dividends, bonus shares The capital reserve shall not be converted into share capital, and the undistributed profits shall be carried forward to the following years.
2、 Reasons for no profit distribution in 2021
On December 30, 2021, the company held the sixth meeting of the second board of directors, deliberated and approved the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transaction report (Draft) and its abstract. The company plans to issue shares to purchase 100% equity of Jiangsu SOTE Electronic Materials Co., Ltd, At the same time, it is planned to issue shares to no more than 35 specific objects to raise supporting funds. The total amount of supporting funds raised this time does not exceed 350 million yuan, which will be used to supplement the working capital of listed companies and subsidiaries and pay the relevant expenses of this transaction. The raising of matching funds is based on the issuance of shares to purchase assets, but the success of raising matching funds does not affect the implementation of issuing shares to purchase assets. If the final raised matching funds are not successfully implemented or the financing amount is lower than expected, the company will take measures including but not limited to using the enterprise’s own funds, applying for bank loans, issuing bonds and other ways to meet the fund demand of the insufficient part of the raised matching funds according to its own strategy, operation and capital expenditure planning.
In view of the fact that the company is in the period of major asset restructuring and relevant work is in progress, in order to fully ensure the smooth implementation of the company’s major asset restructuring projects and the company’s business stability, alleviate the possible cash pressure of the company’s future production energy growth and extensive development, and safeguard the long-term interests of all shareholders from the perspective of the company’s long-term development, According to the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, the company plans not to distribute cash dividends, bonus shares, convert capital reserve into share capital in 2021, and carry forward undistributed profits to subsequent years.
3、 Purpose and use plan of undistributed profits of the company
The company’s undistributed profits will be accumulated and rolled over to the next year, which will be mainly used to support the company’s daily operation and meet the demand for working capital for internal production energy growth and extended development, so as to provide a reliable guarantee for the smooth implementation of the company’s medium and long-term development strategy and sustainable and healthy development.
The company’s plan for no profit distribution in 2021 fully considers the actual situation, strategic planning and development expectation of the company, which is in line with the long-term interests of all shareholders of the company. In strict accordance with the company law, the securities law, the articles of association and the requirements of regulatory authorities, the company will comprehensively consider various factors related to profit distribution from the perspective of conducive to the development of the company and the return of investors, and strive to create long-term investment value for shareholders.
4、 Relevant review and approval procedures
1. Deliberations of the board of directors
On March 8, 2022, the eighth meeting of the second board of directors held by the company deliberated and approved the proposal on the company’s profit distribution plan in 2021, and the board of directors agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation.
2. Opinions of independent directors
In view of the fact that the company is in the period of major asset restructuring and relevant work is in progress, in order to fully ensure the smooth implementation of the company’s major asset restructuring projects and the company’s business stability, alleviate the possible cash pressure of the company’s future production energy growth and extensive development, and safeguard the long-term interests of all shareholders from the perspective of the company’s long-term development, According to the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, we believe that the company’s plan for no profit distribution in 2021 is in line with the provisions of the articles of association, takes full account of the actual situation, strategic planning and development expectations of the company, and is in line with the long-term interests of all shareholders of the company, There is no situation that damages the interests of minority shareholders. The decision-making procedure of this matter complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on the company’s profit distribution plan in 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
3. Deliberations of the board of supervisors
On March 8, 2022, the eighth meeting of the second board of supervisors held by the company deliberated and approved the proposal on the company’s profit distribution plan for 2021. The board of supervisors believed that the profit distribution plan for 2021 proposed by the board of directors was based on the comprehensive consideration of the company’s current operating conditions and future development needs and the long-term interests of the company, It is conducive to safeguarding the long-term interests of all shareholders, and there is no damage to the shareholders of the company, especially the minority shareholders. Therefore, the board of supervisors agreed to the proposal on the company’s profit distribution plan for 2021.
5、 Relevant risk tips
The company’s plan not to make profit distribution this time is based on the comprehensive consideration of the company’s future capital needs, strategic planning and other factors, which will not have a significant impact on the company’s operating cash flow, and will not have an adverse impact on the company’s normal operation and long-term development. This matter can only come into force 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、 Filing documents
1. Resolutions of the 8th meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the eighth meeting of the second board of directors;
3. Resolutions of the 8th meeting of the second board of supervisors.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors March 9, 2022
