Securities Announcement No.: 3007
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.
Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as "the company") held the 13th meeting of the third board of directors and the 13th meeting of the third board of supervisors on March 18, 2022, and deliberated and adopted the proposal on profit distribution plan in 2021, which needs to be submitted to the 2021 annual shareholders' meeting of the company for deliberation. The relevant information is hereby announced as follows:
1、 2021 profit distribution plan
Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -1616664 million yuan, and the net profit of the parent company was -429015 million yuan. As of December 31, 2021, the undistributed profit in the consolidated statements of the company was -183075 million yuan, and the undistributed profit of the parent company was 233494 million yuan. The company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, no capital reserve to increase share capital, and the undistributed profit is carried forward to the next year. The above plan complies with the relevant provisions of the articles of association and the plan for shareholders' dividend return in the next three years (20192021), meets the requirements of the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies of the CSRC, and is legal, compliant and rational.
2、 Reasons for no profit distribution in 2021
In accordance with 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, the guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies of Shenzhen Stock Exchange and the articles of association, in view of the company's performance loss in 2021 and the negative undistributed profit in the consolidated statements, Considering the company's medium and long-term development plan and short-term production and operation reality, combined with the macroeconomic environment and the company's capital demand, in order to better ensure the smooth implementation of the company's project construction and strategic planning, realize the company's sustainable, stable and healthy development and create greater value for investors, the company plans not to conduct profit distribution in 2021.
3、 Opinions of the board of directors
The board of Directors believes that the company's profit distribution plan for 2021 is in line with the actual situation of the company, the company law, the articles of association, the company's shareholder dividend return plan for the next three years (20192021) and other relevant provisions. It fully considers the reasonable return of shareholders and the reasonable profit distribution made by the sustainable development of the company, agrees to the proposal and agrees to submit it to the general meeting of shareholders for deliberation.
4、 Opinions of independent directors
After deliberation, the independent directors believe that: the company's financial situation in 2021 does not meet the conditions for cash dividends, the profit distribution plan formulated by the board of directors is in line with the actual situation of the company, can ensure the sustainable development of the company, is in line with the long-term interests of all shareholders, the decision-making procedure of profit distribution is in line with relevant laws and regulations and the articles of association, and the audit procedure is legal and compliant, Agree to the proposal and submit it to the general meeting of shareholders of the company for deliberation. 5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the company's financial situation in 2021 does not meet the conditions for cash dividends, and the profit distribution plan formulated by the board of directors is in line with the actual situation of the company, the company law, the articles of association, the plan for shareholders' dividend return in the next three years (20192021) and other relevant regulations, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders, It is conducive to the normal operation and healthy and sustainable development of the company.
6、 Documents for future reference
1. Resolutions of the 13th meeting of the third board of directors;
2. Resolutions of the 13th meeting of the third board of supervisors;
3. Prior approval and independent opinions of independent directors on matters related to the 13th meeting of the third board of directors of the company.
It is hereby announced.
Shenzhen Fluence Technology Plc(300647) board of directors March 19, 2022
