Securities code: Profit Cultural & Creative Group Co.Ltd(300640) securities abbreviation: Profit Cultural & Creative Group Co.Ltd(300640) Announcement No.: 2022013 Profit Cultural & Creative Group Co.Ltd(300640)
Announcement of resolutions of the 10th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as "the company") the office of the board of supervisors has issued a notice on convening the 10th meeting of the 4th board of supervisors by telephone on March 7, 2022. The meeting was held in the company conference room on the 18th floor of global Plaza, 158 Wusi Road, Gulou District, Fuzhou City, Fujian Province by means of on-site meeting and communication on March 18, 2022. Three supervisors should attend the meeting and three actually attended the meeting, of which one supervisor attended the meeting by means of communication voting. The meeting was presided over by Zhang Xian, chairman of the board of supervisors, and the Secretary of the board of directors and securities affairs representative of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the articles of association.
2、 Deliberations of the meeting
(I) the proposal on the company's 2021 annual report and its summary was deliberated and passed. The board of supervisors of the company held that the company's 2021 annual report and its summary comply with the provisions of laws, administrative regulations and normative documents, and the content of the report is true, accurate and complete, without any false records, misleading statements or major omissions.
See the company's 2021 annual report and the company's 2021 annual report summary for details
Cninfo.com, an information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the company's 2021 annual financial statement was deliberated and passed. The board of supervisors of the company believed that the company's 2021 annual financial statement truly, accurately and completely reflected the company's financial situation, operating results and cash flow in 2021.
See cninfo.com, the information disclosure website designated by China Securities Regulatory Commission, for details of the company's 2021 annual financial statement report（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the work report of the board of supervisors in 2021
The board of supervisors of the company summarized the performance of duties and related work in 2021 and prepared the work report of the board of supervisors of the company in 2021. For details, see cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company's 2021 annual profit distribution plan was deliberated and passed. The board of supervisors of the company considered that the company's 2021 annual profit distribution plan was consistent with the company's operation in recent years and the company's relevant profit distribution policies, and actively rewarded the company's investors, which was conducive to the sustainable development of the company. There was no damage to the interests of the company and shareholders, so they agreed to the company's 2021 annual profit distribution plan.
The specific contents of the company's profit distribution plan for 2021 are detailed in cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021
The board of supervisors of the company believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
See cninfo.com, the information disclosure website designated by China Securities Regulatory Commission for details of the company's 2021 internal control self-evaluation report（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
(VI) the proposal on employing the company's 2022 financial audit institution was reviewed and approved. The board of supervisors of the company agreed to renew the appointment of Huaxing Certified Public Accountants (special general partnership) as the company's 2022 financial audit institution to be responsible for the company's financial audit, capital verification and other related consulting services. The term of appointment is one year, calculated from the date of deliberation and approval by the general meeting of shareholders.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the special report on the deposit and actual use of the company's raised funds in 2021
The board of supervisors of the company believes that the special report on the deposit and actual use of the company's raised funds in 2021 complies with relevant laws and regulations and the relevant provisions on the deposit and use of raised funds in the company's measures for the administration of raised funds, and the content of the report truly, accurately and completely reflects the actual situation of the deposit and use of the company's raised funds in 2021.
The special report on the deposit and actual use of the company's raised funds in 2021 is detailed in cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
(VIII) deliberated and passed the proposal on cash management of wholly-owned subsidiaries using some idle raised funds
The board of supervisors held that the wholly-owned subsidiary of the company used part of the idle raised funds for cash management and fulfilled the necessary approval procedures. The decision-making and deliberation procedures were legal and compliant. The use of idle raised funds for cash management by wholly-owned subsidiaries is implemented on the premise of ensuring the construction progress of raised funds. There is no behavior of changing the purpose of raised funds in disguise, which is conducive to improving the use efficiency of funds and obtaining certain investment benefits, which is in line with the interests of the company and all shareholders. In conclusion, the board of supervisors of the company agreed that the wholly-owned subsidiary should use the idle raised funds of no more than 200 million yuan for cash management.
See cninfo.com, the information disclosure website designated by China Securities Regulatory Commission, for details of the announcement on cash management of wholly-owned subsidiaries using some idle raised funds（ http://www.cn.info.com.cn. ）。
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects through summary procedures
In accordance with the provisions of the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, departmental rules and normative documents, the board of supervisors of the company considers that the company meets the qualifications and conditions for issuing shares to specific objects through summary procedures after item by item verification, It is agreed that the company will issue shares to specific objects through summary procedures.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company; There were no abstentions or negative votes.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on the company's plan to issue shares to specific objects through summary procedures was deliberated and adopted item by item
The board of supervisors of the company deliberated and approved the issuance plan of the company to issue shares to specific objects in a simple procedure (hereinafter referred to as "the issuance"), as follows:
1. Type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of 1.00 yuan per share.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
2. Issuing method and time
This issuance adopts the method of issuing shares to specific objects through simple procedures, and the issuance payment shall be completed within 10 working days after the CSRC makes the decision of registration.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
3. Issuing object and subscription method
The issuing objects of this issuance include securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors, as well as other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. The issuing objects shall not exceed 35 (including 35). Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The final issuance target will be determined by the board of directors and its authorized persons through negotiation with the lead underwriter in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the issuance, in accordance with the principle of price priority, etc.
During the implementation of this offering bidding, the subscription invitation letter issued by the listed company will require the subscription object to make a commitment: there shall be no affiliated relationship between the qualified investors participating in the bidding as stipulated in the company law and the GEM Listing Rules of Shenzhen Stock Exchange (revised in December 2020), and they shall not actively seek the control of the issuer.
All issuers subscribe for the shares issued this time in cash.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this offering is the first day of the offering period.
The issue price shall not be less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date / total trading volume of A shares 20 trading days before the pricing benchmark date).
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the company will adjust the issuance price accordingly. The specific adjustment methods are as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
The above two items occur simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
The final issue price will be determined by the board of directors of the company through consultation with the lead underwriter according to the inquiry results in accordance with the authorization of the 2021 annual general meeting of shareholders.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
5. Number of issues
The number of shares issued this time shall not exceed 856095 million shares (including 856095 million shares), and shall not exceed 30% of the total share capital of the company before this issuance. The final number of shares to be issued shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the lead underwriter of the issuance according to the specific circumstances. The corresponding amount of raised funds shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year.
If the company's shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC for registration.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
6. Restricted period
The shares issued to specific objects through summary procedures shall not be transferred, sold or disposed of in any other way within 6 months from the date of issuance.
After the end of this offering, the shares derived from the company due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
7. Listing location
The shares issued this time will be listed and traded on the gem of Shenzhen Stock Exchange.
Voting: 3 persons agree, accounting for 100% of the number of supervisors of the company, without abstention or opposition.
8. Amount and purpose of raised funds
It is estimated that the total amount of funds raised in this issuance will not exceed 134617200 yuan (including 134617200 yuan). The net amount of funds raised after deducting the issuance expenses will be used for the following projects:
Unit: 10000 yuan
No. project name total investment of the project
