Securities code: Baoding Lucky Innovative Materials Co.Ltd(300446) securities abbreviation: ST Le Cai Announcement No.: 2022029 Baoding Lucky Innovative Materials Co.Ltd(300446)
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.
Baoding Lucky Innovative Materials Co.Ltd(300446) (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 April 15, 2022. The proposal on the company's profit distribution plan in 2021 was deliberated and adopted. This proposal needs to be submitted to the company's 2021 annual general meeting for deliberation. The relevant matters are hereby announced as follows.
1、 2021 profit distribution plan of the company
According to the audit of Zhitong Certified Public Accountants (special general partnership), in 2021, the net profit attributable to the shareholders of the listed company was 498704636 yuan, and the net profit of the parent company was 667890089 yuan. According to the relevant provisions of the company law and the articles of association, 66789009 yuan of legal surplus reserve was withdrawn. As of December 31, 2021, the accumulated undistributed profit of the parent company was 37546721781 yuan, The accumulated undistributed profit in the consolidated statements is 37511350147 yuan.
According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association, in view of the small net profit available for distribution in 2021 and the fact that the company is in the period of major asset restructuring of issuing shares to buy assets and raising supporting funds, the company plans not to distribute cash dividends, bonus shares and bonus shares in 2021 The capital reserve shall not be converted into share capital, and the undistributed profits shall be carried forward to the following years.
2、 Reasons for no profit distribution in 2021
The company is planning to issue shares to purchase assets and raise supporting funds and related party transactions. The company plans to issue shares to purchase 100% equity of southern Sichuan Aerospace Energy Technology Co., Ltd. and Chengdu Aerospace Molding Co., Ltd., and plans to issue shares to no more than 35 qualified specific objects, including aviation investment holding, to raise supporting funds. The company held the 13th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on February 18, 2022, deliberated and adopted the proposal on the company's issuance of shares to purchase assets and raising supporting funds and related party transactions, and disclosed the relevant announcement on February 21, 2022. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
In view of the fact that the company is in the period of major asset restructuring and relevant work is in progress, in order to fully ensure the smooth implementation of the company's major asset restructuring projects and the company's operational stability, alleviate the possible cash pressure of the company's future development, and consider the long-term development of the company and safeguard the long-term interests of all shareholders, in accordance with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, In 2021, the company plans not to distribute cash dividends, bonus shares, increase share capital with capital reserve, and carry forward undistributed profits to subsequent years.
3、 Purpose and use plan of undistributed profits of the company
The company's undistributed profits will be accumulated and accumulated to the next year, which will be mainly used to support the company's daily operation and meet the needs of the company's development for working capital, so as to provide a reliable guarantee for the smooth implementation of the company's medium and long-term development strategy and sustainable and healthy development.
The company's plan for no profit distribution in 2021 matches the actual situation of the company, takes full account of the company's strategic planning and development expectations and the reasonable investment return to the majority of investors, meets the requirements of the company law, the securities law, the articles of association and the regulatory authorities, conforms to the long-term interests of all shareholders of the company, and is conducive to sharing the operating results of the company's growth with all shareholders.
4、 Relevant review and approval procedures
1. Opinions of the board of directors
The 14th meeting of the 4th board of directors of the company deliberated and adopted the proposal on the company's profit distribution plan in 2021. The board of directors considered that the profit distribution plan for 2021 was in line with the actual situation of the company, the company law and the articles of association, and agreed to submit the proposal on profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
2. Opinions of the board of supervisors
The 11th meeting of the 4th board of supervisors of the company considered that the plan for no profit distribution in 2021 formulated by the board of directors of the company is in line with the actual situation of the company, the company law and the articles of association, does not damage the interests of shareholders of the company, especially small and medium-sized shareholders, and is conducive to the normal operation and healthy development of the company.
3. Opinions of independent directors
After verification, the independent directors of the company believe that the plan for no profit distribution in 2021 formulated by the board of directors of the company meets the actual situation and development needs of the company and is conducive to the normal operation and healthy development of the company; In line with the company law and the articles of association, in line with the interests of the company's shareholders and without harming the interests of the company's shareholders, especially the minority shareholders, it is agreed to submit the company's profit distribution plan for 2021 to the general meeting of shareholders for deliberation. 5、 Other instructions
Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders and performed the obligation of confidentiality and prohibition of insider trading to relevant insiders.
This profit distribution plan must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Please pay attention to the investment risks.
6、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors of the company;
2. Resolutions of the 11th meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters of the company.
It is hereby announced.
Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors April 19, 2022
