Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022012 Xgd Inc(300130)
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.
Xgd Inc(300130) (hereinafter referred to as “the company”) held the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors on March 28, 2022, deliberated and adopted the proposal on the company’s profit distribution plan in 2021, which needs to be submitted to the company’s 2021 annual general meeting for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of 2021 profit distribution plan
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to shareholders of the listed company in 2021 was 2006681 million yuan, and the net profit of the parent company was 2907614 million yuan. As of December 31, 2021, the profit available to shareholders of the parent company was 504415800 yuan.
In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and in combination with the company’s current operation, profit distribution over the years, as well as the capital arrangement plan and development plan for 2022, and on the premise of taking into account the company’s development, future investment plan and shareholders’ interests, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no 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、 Explanation of reasons why no profit distribution is proposed in 2021
The company attaches importance to the return on investment to investors and takes into account the sustainable development of the company. In 2019 and 2020, the cumulative cash dividends (including share repurchase) totaled 288614200 yuan. The net profits attributable to shareholders of Listed Companies in the last three years were 242493 million yuan, 865039 million yuan and 2006681 million yuan respectively. The cumulative cash dividends in the last three years accounted for 163.47% of the annual distributable profits, more than 30%, Comply with relevant laws and regulations and the articles of association.
In view of the company’s strategic development needs, there is a large demand for operational working capital, and the business expansion needs capital investment, in order to take into account the actual situation of the company and the sustainable development strategy, the company needs to make corresponding capital reserves to ensure the healthy and sustainable development of the company and better protect the long-term interests of shareholders. Considering the company’s long-term development objectives and the actual situation of short-term operation, on the premise of conforming to the principle of profit distribution, and after the study of the board of directors, the plan of no cash dividend in 2021 is drawn up.
3、 Purpose and plan of undistributed profits of the company
The company’s undistributed profits in 2021 will be accumulated and rolled over to the next year to meet the needs of working capital brought by the company’s daily operation and project construction, and provide a reliable guarantee for the smooth implementation of the company’s medium and long-term development strategy and healthy and sustainable development. In the future, the company will always pay attention to the return to investors in the form of cash dividends. In strict accordance with relevant laws and regulations and the articles of association, the company will comprehensively consider various factors related to profit distribution, strictly implement the relevant profit distribution system from the perspective of conducive to the development of the company and the return of investors, and share the achievements of the company’s development with investors.
4、 Opinions of the board of directors
After deliberation, the board of Directors believes that the company’s profit distribution plan for 2021 complies with the provisions of the company law, accounting standards for business enterprises, notice on further implementing matters related to cash dividends of listed companies, regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, articles of association and other relevant laws, regulations and normative documents, as well as the actual operation and future development plan of the company, It conforms to the interests of the company and all shareholders and has legitimacy, compliance and rationality.
5、 Opinions of independent directors
After verification, the independent directors believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, does not damage the rights and interests of minority shareholders, and is conducive to the long-term development of the company, Therefore, we unanimously agree with the plan proposed by the board of directors not to carry out profit distribution in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the company’s plan not to carry out profit distribution in 2021 is made in combination with the company’s actual operation and future development plan, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. The profit distribution plan complies with the profit distribution policies stipulated in the company law, the articles of association, the shareholder return plan for the next three years (20202022), and has legitimacy Compliance and rationality. Therefore, we unanimously agree with the plan proposed by the board of directors that no profit distribution will be carried out in 2021. 7、 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.
8、 Documents for future reference
1. Xgd Inc(300130) the resolution of the 17th meeting of the 5th board of directors;
2. Opinions on the annual report of independent directors;
3. Xgd Inc(300130) the resolution of the 15th meeting of the 5th board of supervisors;
4. Xgd Inc(300130) opinions of the board of supervisors on relevant matters of the company.
It is hereby announced.
Xgd Inc(300130) board of directors
March 30, 2022
