Securities code: 003038 securities abbreviation: Anhui Xinbo Aluminum Co.Ltd(003038) Announcement No.: 2022-017 Anhui Xinbo Aluminum Co.Ltd(003038)
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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company”) held the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors on February 24, 2022. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. The independent directors issued their agreed independent opinions, and the proposal needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of annual profit distribution plan in 2021
Audited by Rongcheng Certified Public Accountants (special general partnership) and issued a standard unqualified audit report, it is confirmed that the net profit attributable to the shareholders of the listed company in the consolidated statements of 2021 is 121007823.35 yuan, deducting 4326598.00 yuan of legal surplus reserve withdrawn in accordance with the company law and the articles of association, plus 174368986.99 yuan of undistributed profit at the beginning of the year, The profit available for distribution to shareholders in the consolidated statements is 291050212.34 yuan.
In 2021, the parent company realized a net profit of 43265979.96 yuan. After deducting 4326598.00 yuan of statutory surplus reserve withdrawn in accordance with the company law and the articles of association, plus 97447605.93 yuan of undistributed profit at the beginning of the year, the profit available for distribution to shareholders of the parent company was 136386987.89 yuan.
According to the principle of the lower of the parent company and the consolidated data, the profit available for shareholders of the company is 136386987.89 yuan.
In view of the current operation and financial situation of the company and in combination with its own strategic development plan, the company puts forward the profit distribution plan for 2021 on the premise of ensuring normal operation and sustainable development: it plans to distribute cash dividends of 3.00 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 106437540 shares on December 31, 2021, with a total of 31931262.00 yuan; At the same time, the total share capital of the company as of December 31, 2021 is 106437540
Based on the number of shares, the capital reserve is used to increase 2 shares for every 10 shares to all shareholders, with a total of 21287508 shares. No bonus shares will be given this year.
After the distribution plan is published and before its implementation, 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, it shall be adjusted accordingly in accordance with the principle of “unchanged distribution proportion”.
2、 Relevant review procedures
1. Opinions of the board of directors
At the 15th meeting of the second board of directors held on February 24, 2022, the company deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. The board of directors of the company believes that the plan for profit distribution and conversion of capital reserve into share capital in 2021 prepared by the company complies with the company law, guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations and the relevant provisions of the articles of Association. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Opinions of independent directors
The independent directors of the company believe that the profit distribution plan complies with laws, regulations, the articles of association and other relevant provisions, conforms to the company’s development strategy and actual operation, is conducive to the sustainable and stable development of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, Approve the company’s proposal on profit distribution and capital reserve conversion to share capital plan in 2021 and submit it to the company’s 2021 annual general meeting for deliberation.
3. Opinions of the board of supervisors
At the 14th meeting of the second board of supervisors held on February 24, 2022, the company deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. After review, the board of supervisors believes that the plan for profit distribution and conversion of capital reserve into share capital in 2021 prepared by the company is in line with the actual situation of the company, the provisions of relevant laws and regulations and the articles of association, does not damage the interests of shareholders, especially small and medium-sized shareholders, and is conducive to the normal operation and healthy development of the company. It is agreed to submit the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Other instructions
The profit distribution plan complies with the relevant provisions of the company law, the securities law and other laws and regulations and the articles of association, and is legal and compliant. The profit distribution plan takes into account the immediate and long-term interests of the company’s shareholders, matches the company’s operating performance, will not cause the company’s shortage of working capital or other adverse effects, and is in line with the company’s development plan.
The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 must be submitted to the company’s 2021 annual general meeting for deliberation and approval before implementation. This matter is still uncertain. Please pay attention to investment risks.
4、 Documents for future reference
1. Resolution of the 15th meeting of the Anhui Xinbo Aluminum Co.Ltd(003038) second board of directors; 2. Resolution of Anhui Xinbo Aluminum Co.Ltd(003038) the 14th meeting of the second board of supervisors; 3. Independent director’s independent opinions on matters related to the 15th meeting of the second board of directors. It is hereby announced
Anhui Xinbo Aluminum Co.Ltd(003038)
Board of directors
February 24, 2022
