Shenzhen Sunwin Intelligent Co.Ltd(300044)
Special note on no profit distribution in 2021
Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as "the company" or "Saiwei intelligent") held the 25th meeting of the 5th board of directors on April 26, 2022, deliberated and adopted the proposal on the company's profit distribution plan in 2021. Now the relevant information is explained as follows:
1、 2021 profit distribution plan of the company
According to the audit of Asia Pacific (Group) accounting firm (special general partnership), the net profit attributable to the owner of the parent company in 2021 was -349013400 yuan. As of December 31, 2021, the total net profit attributable to the owners of the parent company was -731642 million yuan, and the balance of capital reserve was 974232 million yuan. In accordance with the notice on further implementing matters related to cash dividends of listed companies issued by the China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, and comprehensively considering the company's operating status and future development capital needs, the board of directors of the company proposed that the company's profit distribution plan for 2021 is: no profit distribution in 2021, Nor will it carry out the conversion of capital reserve into share capital or other forms of distribution.
2、 Reasons for no profit distribution in 2021
According to the articles of association and other relevant profit distribution policies of the company, the principle of profit distribution is to maintain continuity and stability, pay attention to the reasonable investment return to investors, especially small and medium-sized investors, and take into account the sustainable development of the company. At the same time, the condition of cash dividend is that the distributable profit realized in the year is positive and the cash flow is abundant. The implementation of cash dividend by the company will not affect the normal operation and long-term development of the company.
In view of the negative net profit of the parent company and the net profit attributable to the shareholders of the listed company in 2021, and considering that the company will continue to improve the technology and industrial layout, increase R & D investment in the future, combined with the company's capital demand, in order to ensure the sustainable development and stable operation of the company and the long-term interests of all shareholders, the board of directors of the company proposes not to distribute profits in 2021, The distribution plan complies with relevant laws and regulations and the articles of association.
3、 Purpose and plan of undistributed profits of the company
The board of directors of the company has always attached great importance to the reasonable investment return to investors. In the future, in accordance with relevant laws and regulations and the articles of association, from the perspective of conducive to the development of the company and the return of investors, the board of directors will comprehensively consider various factors related to profit distribution, strictly implement the company's profit distribution system and share the development achievements of the company with the majority of investors.
4、 Opinions of independent directors
According to the audit, the net profit of the parent company and the net profit attributable to the shareholders of the listed company in 2021 are negative, and the company's outstanding losses have reached one-third of the total paid in share capital. The independent directors believe that the board of directors of the company has put forward a profit distribution plan for 2021 by comprehensively considering the current operation situation and future development capital needs of the company: no cash dividend, no bonus shares, and no conversion of capital reserve into share capital. The distribution plan is in line with the actual situation of the company and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and the relevant provisions of the CSRC, There is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, the independent directors agreed to the profit distribution plan and agreed to submit the profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the company's profit distribution plan for 2021 is formulated based on the actual situation of the company and in line with the company law, the articles of association and other relevant provisions. This profit distribution plan is in line with the actual situation of the company, takes into account the sustainable development of the company, meets the needs of the company's future development and the shareholder return plan for the next three years (20202022) reviewed and approved by the general meeting of shareholders of the company, It has legitimacy, compliance and rationality, which is conducive to the stable development of the company in the future and will not damage the interests of the company and its small and medium-sized investors. The board of supervisors has no objection to the company's 2021 profit distribution plan and agrees to submit it to the company's 2021 annual general meeting for deliberation.
It is hereby explained.
Shenzhen Sunwin Intelligent Co.Ltd(300044)
Board of directors
April 26, 2002
