Securities code: Profit Cultural & Creative Group Co.Ltd(300640) securities abbreviation: Profit Cultural & Creative Group Co.Ltd(300640) Announcement No.: 2022012 Profit Cultural & Creative Group Co.Ltd(300640)
Announcement of resolutions of the 12th meeting of the 4th board of directors
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.
1、 Meetings held
Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as “the company”) the office of the board of directors has sent a notice on convening the 12th meeting of the 4th board of directors to all directors 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. Among them, 7 directors attended the meeting by means of communication. The meeting was presided over by Chairman Wu tifang, and the supervisors and senior managers 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) deliberated and passed the proposal on the company’s 2021 annual report and its summary
The board of directors of the company believes that the preparation of the 2021 annual report and its summary comply with the relevant provisions of laws, regulations and the articles of association, and its content and format comply with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. The information disclosed truly, accurately and completely reflects the company’s financial situation, operating results and cash flow in 2021, and there are no false records, misleading statements or major omissions.
For details of the company’s 2021 annual report and the company’s 2021 annual report summary, please refer to cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
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 directors of the company considered 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: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
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 directors in 2021
In 2021, the board of directors of the company earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders in strict accordance with the provisions of laws and regulations, normative documents and the articles of association, carried out various work diligently, and prepared the work report of the board of directors of the company in 2021.
See cninfo.com, the information disclosure website designated by China Securities Regulatory Commission, for details of the work report of the board of directors in 2021（ http://www.cn.info.com.cn. ）。
The independent directors of the company submitted the report on the work of independent directors of the company in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. See cninfo.com, the information disclosure website designated by China Securities Regulatory Commission, for details of the report on the work of independent directors of the company in 2021（ http://www.cn.info.com.cn. ）。
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors of the company reviewed the 2021 general manager’s work report submitted by Mr. Wu tifang, the general manager, and considered that the general manager’s work report reflected the implementation of the company’s strategic plan and daily operation and management activities. According to the requirements of the board of directors and business ideas, the management of the company has completed various established work and effectively implemented various resolutions of the board of directors and the general meeting of shareholders.
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
(V) deliberated and passed the proposal on the 2021 performance report of the audit committee of the board of directors of the company
In 2021, the audit committee of the board of directors of the company, in accordance with the relevant provisions of the articles of association and the working rules of the audit committee of the board of directors, diligently and actively carried out various work, conscientiously performed its audit and supervision responsibilities, and prepared the 2021 performance report of the Audit Committee of the board of directors of the company.
See the 2021 performance report of the audit committee of the board of directors of the company on cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。 Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
(VI) the proposal on the company’s profit distribution plan for 2021 was deliberated and passed. According to the audit report of Profit Cultural & Creative Group Co.Ltd(300640) 2021 issued by Huaxing Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statement of 2021 was 2077901613 yuan (unit: RMB, the same below), of which the net profit of the parent company was 1230254651 yuan. As of December 31, 2021, the accumulated profit available for distribution in the audited consolidated statements is 7378410748 yuan, and the accumulated profit available for distribution in the audited statements of the parent company is 8453889383 yuan.
The board of directors agreed to distribute a total of RMB 25250 to all shareholders of the company on the basis of the total profit of 20210 shares (including the tax of RMB 2850682) and the remaining profit transferred to the next year’s share capital on 20210, with the total profit of RMB 25250682 to be distributed to all shareholders of the company.
From the disclosure of the above profit distribution plan to the equity registration date of the equity distribution plan, if the share capital of the company changes, the company will follow the principle of unchanged distribution proportion, Adjust the total amount of distribution accordingly (if there is a change in share capital due to share repurchase, according to the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, listed companies repurchase shares in the special account, do not enjoy the rights of voting at the general meeting of shareholders, profit distribution, conversion of provident fund into share capital, subscription of new shares and convertible corporate bonds, and may not pledge or lend.
At that time, the company will distribute a cash dividend of 0.50 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the equity distribution registration date minus the shares in the company’s special securities repurchase account. The independent directors have expressed their independent opinions on this proposal, and the specific contents of the company’s profit distribution plan for 2021 and the opinions of independent directors are detailed in cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the company’s self-evaluation report on internal control in 2021
The self evaluation report on internal control of the company in 2021 objectively and truly reflects the construction and operation of the company’s internal control system. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
The independent directors have expressed their independent opinions on this proposal, and the specific contents of the company’s 2021 internal control self-evaluation report and the opinions of independent directors are detailed in cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
(VIII) the proposal on employing the company’s 2022 financial audit institution was reviewed and approved. The board of directors 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.
The independent directors of the company have issued prior approval opinions and independent opinions. For relevant opinions and the announcement on employing the company’s financial audit institution in 2022, please refer to cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IX) 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 directors 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.
Independent directors have expressed their independent opinions on this proposal. The special report on the deposit and actual use of the company’s raised funds in 2021 and relevant opinions are detailed in cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。 Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
(x) deliberated and passed the proposal on cash management of wholly-owned subsidiaries using some idle raised funds
The board of directors of the company agreed to use the temporarily idle raised funds of no more than 200 million yuan for cash management and purchase financial products with a term of no more than 12 months, high safety, good liquidity, low risk and stability, provided that the wholly-owned subsidiary Fujian Dehong Zhihui Information Technology Co., Ltd. has signed the supervision agreement on the raised funds and ensured that it will not affect the construction of the investment projects of the raised funds and the normal operation of the company, The service life is 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and rolled. At the same time, the management of the company is authorized to exercise the investment decision-making power and sign relevant contract documents within the above service life and cumulative transaction limit.
Independent directors have expressed their independent opinions on this proposal. See cninfo.com, the information disclosure website designated by China Securities Regulatory Commission, for details of the announcement on the use of some idle raised funds by wholly owned subsidiaries for cash management and relevant opinions（ http://www.cn.info.com.cn. ）。 Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（11） Deliberated and passed the proposal on adjusting the company’s organizational structure
The board of directors of the company agreed to upgrade the existing organizational structure around the strategic layout, further improve the organizational efficiency and strengthen the operation and management ability of the enterprise through business integration and function upgrading. Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
（12） The proposal on the company meeting the conditions for issuing shares to specific objects through summary procedures was deliberated and adopted
According to 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 directors 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, Agree to the company’s application for issuing shares to specific objects through summary procedures.
The independent directors have expressed their independent opinions with explicit consent on this proposal. For details, please refer to cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
Voting: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on the company’s plan to issue shares to specific objects through summary procedures was deliberated and adopted one by one
The board of directors of the company deliberated and approved the issuance plan of the company to issue shares to specific objects in a summary 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: 7 people agree, accounting for 100% of all directors of the company, without abstention and 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: 7 people agree, accounting for 100% of all directors of the company, without abstention and opposition.
3. Issuing object and subscription method
The issuing objects of this offering are securities investment fund management companies, securities companies, trust companies, financial companies and insurance institutions that meet the provisions of the CSRC
