Securities code: 300803 securities abbreviation: Beijing Compass Technology Development Co.Ltd(300803) Announcement No.: 2022-004
Beijing Compass Technology Development Co.Ltd(300803)
Profit distribution plan for 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.
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as “the company”) held the 22nd Meeting of the 12th board of directors and the 14th meeting of the 13th board of supervisors respectively on January 24, 2022. The meeting deliberated and adopted the profit distribution plan for 2021. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of profit distribution plan in 2021
1. Specific contents of profit distribution plan
According to the relevant provisions of the company law and the articles of association, on the premise of taking into account the company’s development, long-term interests, future investment plans and shareholders’ interests, the board of directors of the company proposes that the company will not distribute profits or convert capital reserve into share capital in 2021.
2. Operation of the company in 2021
According to the audit report issued by Grant Thornton Certified Public Accountants (special general partnership) (hereinafter referred to as “Grant Thornton”), the net profit attributable to the shareholders of the listed company in 2021 was 176196693 yuan. As of December 31, 2021, the balance of the company’s (consolidated basis) capital reserve was 260077112 yuan and the undistributed profit was 540154717 yuan, The undistributed profit of the parent company is 468827697 yuan.
3. Specific reasons for non profit distribution
The specific reason why the board of directors proposed the above profit distribution plan is that the company has a major investment plan.
In September 2021, the company registered to participate in the recruitment and selection of investors for bankruptcy reorganization of Wangxin Securities Co., Ltd. (hereinafter referred to as “Wangxin securities”). The company has submitted application materials to the manager of Wangxin securities (hereinafter referred to as the “manager”) in accordance with the requirements of the announcement of the manager of Wangxin Securities Co., Ltd. on public recruitment and selection of restructured investors (hereinafter referred to as the “recruitment announcement”), paid RMB 50 million of intention, signed the confidentiality agreement with the manager, and entrusted an intermediary to carry out due diligence, Accept the reverse due diligence of the manager and submit the reorganization investment plan.
For details, please refer to cninfo.com on September 18, 2021, October 26, 2021 and December 28, 2021（ http://www.cn.info.com.cn. ）The disclosed suggestive announcement on the recruitment of investors participating in the bankruptcy reorganization of Wangxin Securities Co., Ltd. (Announcement No.: 2021-049) and the announcement on the progress of the recruitment of investors participating in the bankruptcy reorganization of Wangxin Securities Co., Ltd. (2021-050, 2021-056).
According to the requirements of the recruitment announcement issued by the manager, the intended restructuring investors should invest at least 1 billion yuan in the restructuring stage to repay the debt of wechat securities. According to the audit report issued by Grant Thornton, the audited net assets of the company in 2021 were 1282.802 million yuan and the monetary capital was 1607.4895 million yuan. The above amount of capital that should be invested at least accounted for 78% of the audited net assets of the company in 2021 and 62.21% of the monetary capital. As of the date of this announcement, the selection of restructuring investors of wechat securities has not been completed, and there is still uncertainty whether the company can finally become a restructuring investor through selection. However, if the company becomes the final reorganization investor through selection, the company will need sufficient funds to ensure the implementation of the reorganization investment plan.
Therefore, in order to better participate in the selection of investors in this reorganization, the board of directors of the company proposed that the company would not distribute profits or convert capital reserve into share capital in 2021. The company’s undistributed profits in 2021 will be accumulated and rolled over to the next year, which will be mainly used for the company’s production and operation activities.
4. Legality and compliance of profit distribution plan
The profit distribution plan of the company complies with the relevant provisions of the company law, accounting standards for business enterprises, the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) issued by the CSRC, Comply with the provisions of the articles of association and the company’s shareholder return plan for the next three years (2019-2021).
According to paragraph 2, paragraph 2, Article 165 of the articles of association, “except for special circumstances, when the company makes profits in the current year and the accumulated undistributed profits are positive, the company will distribute dividends in cash, and the profits distributed in cash each year shall not be less than 10% of the distributable profits realized in the current year.
Special circumstances refer to:
(1) The company has major investment plans or major cash expenditures (except for the projects raised funds). That is, the company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited net assets, and the absolute amount exceeds 30 million yuan;
……
(5) The audit institution did not issue a standard unqualified audit report on the company’s annual financial report. ” As the company is participating in the recruitment and selection of investors for bankruptcy reorganization of wechat securities, if the company passes the selection and becomes the final reorganization investor of wechat securities, the company will have a major investment plan. The amount of this investment exceeds 30% of the company’s latest audited net assets and the absolute amount exceeds 30 million yuan.
Therefore, this profit distribution plan does not violate the company’s profit distribution policy, profit distribution plan, shareholders’ long-term return plan and relevant commitments, and has legitimacy and compliance.
5. Matching between profit distribution plan and the company’s growth
During the reporting period, the company signed up to participate in the recruitment and selection of investors in the bankruptcy reorganization of wechat securities. Wangxin securities has obtained the business qualification of financial consultant, margin trading and securities lending related to securities operation, securities self operation and securities investment activities. If the company can become the final reorganization investor through selection, it will be able to make full use of its rich industry related experience matching with securities companies, give full play to business synergy and layout the diversified development of the company’s business in the future.
The formulation of this profit distribution plan fully considers the interests of the majority of investors, matches the future development of the company and conforms to the development plan of the company.
2、 Review procedures and relevant comments
1. Opinions of the board of directors
The 22nd Meeting of the 12th board of directors of the company reviewed and approved the profit distribution plan for 2021. The board of directors believed that the profit distribution plan for 2021 of the company was in line with the company’s profit distribution policy, profit distribution plan, long-term return plan for shareholders and relevant commitments, was legal, compliant and reasonable, and met the needs of the company’s future operation and development, It is conducive to the sustainable and stable development of the company.
2. Opinions of the board of supervisors
The 14th meeting of the 13th board of supervisors of the company deliberated and approved the profit distribution plan for 2021. The board of supervisors believed that the profit distribution plan for 2021 was in line with the actual situation of the company and the needs of the company’s future operation and development, and there was no situation damaging the interests of the company’s shareholders, especially the minority shareholders.
3. Opinions of independent directors
In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised 2022) and other relevant provisions of the CSRC, we have consulted the articles of association According to the company’s shareholder return plan for the next three years (2019-2021) and the relevant documents on the company’s participation in the recruitment and selection of investors in the bankruptcy reorganization of wechat securities, we believe that the profit distribution plan for 2021 prepared by the board of directors of the company comprehensively considers the factors such as shareholder return and the development of the company, and there is no violation of laws and regulations and the articles of association, Nor does it harm the interests of the company’s shareholders, especially the minority shareholders. We unanimously agree on the company’s profit distribution plan for 2021.
3、 Relevant risk tips
The profit distribution plan needs to be submitted to the general meeting of shareholders of the company for deliberation. There is uncertainty. Please pay attention to the investment risk.
4、 Documents for future reference
1. Beijing Compass Technology Development Co.Ltd(300803) resolution of the 22nd Meeting of the 12th board of directors; 2. Beijing Compass Technology Development Co.Ltd(300803) resolution of the 14th meeting of the 13th board of supervisors; 3. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Beijing Compass Technology Development Co.Ltd(300803)
Board of directors
January 25, 2022
