Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-028 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on the plan of profit distribution and conversion of capital reserve into share capital in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. Distribution ratio / conversion ratio: cash dividend of 2.00 yuan (including tax) for every 10 shares; 3 shares for every 10 shares; No bonus shares. 2. The profit distribution and capital reserve converted into share capital are based on the total share capital of 176130503 shares on December 31, 2021.
3. If the share capital of the company changes from December 31, 2021 to the date of equity registration when the equity distribution plan is implemented, the plan shall be implemented based on the changed share capital and the total distribution shall be adjusted accordingly according to the principle that the above distribution proportion remains unchanged.
The 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors held on February 21, 2022 considered and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The specific contents are as follows:
1、 Basic information of profit distribution and capital reserve converted into share capital plan
（1） Specific contents of profit distribution and capital reserve converted into share capital plan
Audited by Tianjian Certified Public Accountants (special general partnership), the net profit realized by the parent company in 2021 was -23906163.47 yuan, plus the undistributed profit of 257775508.65 yuan at the beginning of the year, deducting the distributed cash dividend of 36613467.00 yuan in 2020. As of the date of this announcement, the actual profit available for distribution to shareholders of the parent company was 197255878.18 yuan.
In order to actively repay shareholders and optimize the company’s share capital structure, in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, combined with the current operation and development of the company, and on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, the equity distribution plan for 2021 is formulated as follows:
1. Based on the total share capital of 176130503 shares of the company as of December 31, 2021, the company plans to distribute cash dividends of RMB 2.00 (tax included) for every 10 shares to all shareholders, with a total cash dividend of RMB 3522600.60 (tax included), accounting for 112.67% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements.
2. Based on the total share capital of 176130503 shares as of December 31, 2021, the company plans to increase 3 shares with capital reserve for every 10 shares to all shareholders, and the amount of increase does not exceed the balance of “capital reserve – capital stock premium” at the end of the reporting period. After this increase, the total share capital of the company increased to 2289654 shares.
From December 31, 2021 to the date of equity distribution and equity registration, if the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, the company will adjust the total amount of distribution and the amount of conversion according to the principle of unchanged distribution proportion. The balance that does not exceed the “capital reserve – capital stock premium” at the end of the reporting period and the remaining undistributed profits are carried forward for subsequent annual distribution.
（2） Legality and compliance of profit distribution and capital reserve conversion to share capital plan
According to the provisions of the articles of association, when the company distributes the after tax profits of the current year, 10% of the profits shall be allocated to the company’s statutory reserve fund. If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn. Under the condition of meeting the dividend conditions specified in the company law and the articles of association, the profit distributed by the company in cash every year shall not be less than 10% of the distributable profit realized in the current year. The above distribution plan complies with the company law of the people’s Republic of China, the accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by the China Securities Regulatory Commission, and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies Relevant requirements for profit distribution in the articles of association and the company’s shareholder return plan for the next three years (2020-2022).
（3） Matching of profit distribution and capital reserve converted into share capital plan with the company’s growth
The company’s industry is in continuous development. Based on the company’s operation and investment plan and fully considering the return of investors, the profit distribution plan proposed by the company this time matches the growth needs of the company.
2、 Relevant risk tips
Before the disclosure of this equity distribution plan, the company strictly controlled the scope of insiders and performed the obligation of confidentiality and prohibition of insider trading to relevant insiders. The profit distribution and capital reserve conversion plan can only be implemented after being deliberated and approved by the general meeting of shareholders, and there is still uncertainty.
3、 Review procedures to be performed
(I) opinions of the board of directors
The board of directors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors (Announcement No.: 2022-023) disclosed by the company on February 22, 2022.
(II) opinions of independent directors
The independent directors of the company have expressed their independent opinions on this matter. For details, see the independent opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 25th meeting of the second board of directors disclosed by the company on February 22, 2022. (III) opinions of the board of supervisors
The board of supervisors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 18th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of supervisors (Announcement No.: 2022-024) disclosed by the company on February 22, 2022.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
4、 Documents for future reference
(I) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 25th meeting of the second board of directors (II) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 18th meeting of the second board of supervisors (III) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors’ independent opinions on matters related to the 25th meeting of the second board of directors
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
February 21, 2022
