Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) special instructions on no profit distribution in 2021
Securities code: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) securities abbreviation: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Announcement No.: 2022020 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
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 Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on March 14, 2022, and deliberated and adopted the proposal on profit distribution plan in 2021. This proposal needs to be submitted to the general meeting of shareholders for approval.
The details are as follows:
1、 2021 profit distribution plan
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the company’s undistributed profit at the beginning of the period was -891 million yuan, of which the parent company’s undistributed profit at the beginning of the period was -1.183 billion yuan; In 2021, the net profit (Consolidation) attributable to the owners of the parent company was 467 million yuan, of which the parent company realized a net profit of 295 million yuan. In accordance with the provisions of the company law and the articles of association, the parent company made up a loss of 295 million yuan [1] and withdrew 0 yuan from the statutory reserve fund. As of December 31, 2021, the remaining after tax profit of the parent company after making up the loss and withdrawing the provident fund is 0 yuan.
In accordance with the relevant provisions of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and other regulations, rules and regulations, and in combination with the company’s operation in 2021 and the budget in 2022, it was deliberated and adopted by the board of directors, The company’s 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
According to Article 166 of the company law: “after the company makes up the losses and withdraws the common reserve fund, the remaining after tax profits shall be distributed by the limited liability company in accordance with the provisions of Article 34 of this law; the joint stock limited company shall be distributed in accordance with the proportion of shares held by the shareholders, except that the articles of association of the joint stock limited company do not distribute in accordance with the proportion of shares held.” [1] The amount of the losses covered is the estimated amount of the company, and the actual amount shall be subject to the approval of the relevant tax authorities.
According to Article 183 of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) articles of association: “the company shall meet the following conditions when implementing cash dividends:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report. ” In view of the fact that the company’s after tax profit after making up the losses and withdrawing the accumulation fund realized by the parent company in 2021 is not positive, the company does not meet the implementation conditions of cash dividend in 2021. Considering the company’s operation in 2021 and budget in 2022, the board of directors of the company proposes that no profit distribution will be carried out in 2021. 3、 Explanation on the company’s repurchase of shares through centralized bidding as cash dividend
According to Article 7 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchases: “if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, the amount of shares repurchased in that year shall be regarded as the amount of cash dividends and included in the relevant proportion of cash dividends in that year.” For four consecutive years from 2018 to 2021, the Company repurchased its shares through centralized bidding, and accumulated its own funds of about RMB 1.485 billion, as shown in the table below:
Amount paid for share repurchase in the year (10000 yuan)
2018 6,359.75
2019 9,649.15
2020 50,000.00
2021 82,538.66
Total 14854756
According to Article 7 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the funds used by the company to repurchase shares by means of centralized bidding in 20182021 are regarded as cash dividends.
4、 Other instructions
The company will always pay attention to the return to investors in the form of cash dividends. On the premise of meeting the cash dividend conditions stipulated in laws and regulations and the articles of association, the company will comprehensively consider various factors related to profit distribution and share the achievements of the company’s development with investors from the perspective of being conducive to the development of the company and the return of investors.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) special instructions on no profit distribution in 2021
5、 Opinions of independent directors
After verification, the independent directors of the company believe that the profit distribution plan for 2021 prepared by the board of directors comprehensively considers the actual situation and future development needs of the company, and complies with the company law and the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The relevant provisions of regulations, rules and regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association do not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
In conclusion, we agree to the company’s profit distribution plan for 2021 and agree to submit the matter to the general meeting of shareholders for deliberation.
6、 Opinions of the board of supervisors
After review, the board of supervisors believes that the company’s profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other laws and regulations, In line with the actual situation of the company, there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
7、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors;
2. Resolutions of the 11th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
It is hereby announced.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) board of directors
March 14, 2022
