Securities code: Palm Eco-Town Development Co.Ltd(002431) securities abbreviation: Palm Eco-Town Development Co.Ltd(002431) Announcement No.: 2022043 Palm Eco-Town Development Co.Ltd(002431)
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.
Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as “the company”) held the 42nd meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors on April 25, 2022, considered and adopted the proposal on the profit distribution plan in 2021. The relevant information is hereby announced as follows:
1、 2021 profit distribution plan of the company
According to the Palm Eco-Town Development Co.Ltd(002431) audit report issued by Lixin Certified Public Accountants (special general partnership), the parent company realized a net profit of -38052499618 yuan in 2021, plus the undistributed profit of 54273775184 yuan at the beginning of the year. By the end of 2021, the profit available for distribution to the shareholders of the parent company was 16221275566 yuan, and the profit available for distribution in the consolidated statement was -21804472603 yuan.
According to 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 (CSRC announcement [2022] No. 3) and the articles of association of the company issued by the China Securities Regulatory Commission, in view of the negative net profit of the parent company in 2021 and in combination with the needs of the company’s operation and development in 2022, in line with the profit distribution policy On the premise of ensuring the normal operation and long-term development of the company, the profit distribution plan of the company in 2021 is as follows: in 2021, it is planned not to distribute cash dividends, bonus shares or increase share capital with accumulation fund.
This profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Explanation of reasons why the company plans not to carry out cash dividend in 2021
The provisions on cash dividends in the articles of association and the company’s shareholder return plan for the next three years (20202022) are as follows:
“1. Conditions and proportion of cash distribution: the distributable profit realized by the company in this year (i.e. the after tax profit remaining after the company makes up the loss and withdraws the reserve fund) is positive; the audit institution issues a standard unqualified audit report on the company’s financial report in this year; and the company has no major investment plan or major cash expenditure, the company shall distribute dividends in cash.
2. The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. “
In view of the negative net profit of the parent company in 2021, it does not meet the conditions for cash dividends in the articles of association and the company’s shareholder return plan for the next three years (20202022). Moreover, due to the large loss of the company in 2021, the average annual distributable profit of the company in the last three years is negative. Therefore, the company plans not to carry out cash dividends in 2021, which is in line with the articles of association, guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions.
3、 Purpose and use plan of undistributed profits of the company
At present, the global macro environment tends to be complex, the overall economic growth slows down, the international financial market continues to be volatile, and the impact of covid-19 epidemic on people’s livelihood and enterprise production and operation continues. At the same time, the company’s business is facing risks such as intensified market competition, declining gross profit margin, increasing accounts receivable year by year and high capital pressure; Comprehensively considering the company’s development status, future strategic planning and capital demand, in order to improve the company’s financial stability and realize the company’s sustainable, stable and healthy development, the company plans not to carry out profit distribution and transfer capital reserve into share capital in 2021, which is in line with the company’s long-term interests.
The retained undistributed profits of the company are used to meet the daily operation and business development of the company, which is conducive to ensuring the normal production, operation and stable development of the company, enhancing the ability to resist risks, realizing the sustainable, stable and healthy development of the company and better safeguarding the long-term interests of all shareholders.
4、 Decision making procedure of profit distribution
1. Deliberations of the board of directors
At the 42nd meeting of the 5th board of directors of the company, the proposal on profit distribution plan in 2021 was unanimously deliberated and adopted by 11 votes in favor, 0 votes against and 0 abstentions, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Opinions of the board of supervisors
After examination, the board of supervisors considered that the company’s plan not to distribute cash dividends, bonus shares or convert provident fund into share capital in 2021 was legitimate, compliant and reasonable, in line with the provisions of the articles of association and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, agreed to the profit distribution plan, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Opinions of independent directors
Independent directors believe that:
The conditions and proportion of cash distribution are specified in the articles of association. In view of the negative amount of distributable profit (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) realized by the parent company in 2021, which does not meet the conditions of cash dividend specified in the articles of association, the company’s dividend management system and the shareholder return plan for the next three years (20202022), the company plans not to carry out cash dividend in 2021, No bonus shares will be given and no accumulation fund will be converted into share capital. The profit distribution plan is legal, compliant and reasonable. It also complies with the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the articles of association, and the company’s shareholder return plan for the next three years (20202022). We agree with the plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Documents for future reference
1. Resolutions of the 42nd meeting of the 5th board of directors;
2. Resolutions of the 17th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Palm Eco-Town Development Co.Ltd(002431) board of directors April 26, 2022
