Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-015
Convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
Announcement on 2021 profit distribution plan
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
Distribution ratio: cash dividend of 2.5 yuan (including tax) for every 10 shares.
The profit distribution is based on the total share capital registered on the equity distribution registration date, and the specific date will be specified in the equity distribution implementation announcement.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution proportion unchanged, adjust the total distribution accordingly, and make a separate announcement on the specific adjustment.
1、 Contents of profit distribution plan
According to the standard unqualified annual audit report of the company issued by Tianzhi International Certified Public Accountants (special general partnership), Kbc Corporation Ltd(688598) (hereinafter referred to as "the company") realized a net profit of 501095974.05 yuan attributable to the owner of the parent company in 2021, and the parent company reported a net profit of 501510963.93 yuan in 2021, After withdrawing the statutory surplus reserve in accordance with the articles of association, the profit available for shareholders of the parent company at the end of the year is 649908673.91 yuan.
In accordance with the relevant provisions of 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 and the relevant provisions of the articles of association of the China Securities Regulatory Commission, after comprehensively considering the reasonable return of investors and the long-term development of the company, and on the premise of ensuring the normal operation and business development of the company, According to the resolution of the board of directors, the company plans to distribute profits based on the total share capital registered on the date of equity distribution in 2021. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 80200000 shares. Based on this calculation, the total cash dividend to be distributed is 20050000.00 yuan (including tax). In 2021, the company will not convert capital reserve into share capital and will not give bonus shares.
If the total share capital of the company changes due to the ownership of equity incentives and the conversion of convertible bonds into shares from the date of disclosure of this announcement to the date of equity distribution and equity registration, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately.
The profit distribution plan comprehensively considers the company's profitability, business development and reasonable return to shareholders, and will not have a significant impact on the company's operating cash flow and the normal operation and development of the company, Comply with the relevant provisions of the company law, 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, and the articles of association.
The profit distribution plan needs to be submitted to the general meeting of shareholders for deliberation.
2、 Description of cash dividend ratio less than 30% in this year
In 2021, the company realized a net profit attributable to the shareholders of the listed company of 501095974.05 yuan, and the profit available for distribution to shareholders of the parent company at the end of the year was 649908673.91 yuan. The company's 2021 interim profit distribution plan distributed a cash dividend of RMB 40100000.00 (including tax), which was implemented on September 30, 2021; The profit distribution plan for 2021 plans to distribute cash dividends of 20050000.00 yuan. After combined calculation, the total cash dividend to be distributed by the company in 2021 is 60150000.00 yuan (including tax), accounting for 12% of the company's net profit attributable to shareholders of Listed Companies in 2021, accounting for less than 30%. The detailed reasons are as follows:
(I) industry situation and characteristics of the company
1. Policies promote the sustained and rapid development of the industry
The advanced carbon matrix composite industry is of great significance to promote technological innovation and support industrial upgrading. It is one of the industries that the state focuses on supporting and giving priority to development. The competent government departments have successively issued a series of policies to support the development of the industry. They require to actively develop the integrated preparation process of new super large specifications and special structural materials, and promote the low-cost production and preparation of high-performance composites, the diversification of product varieties and the autonomy of equipment design. A good policy environment will further promote the sustainable and rapid development of the industry.
2. The application field is expanding and the market space is broad
As a strategic advanced carbon material with excellent performance, carbon matrix composites can be used in the field of high temperature heat treatment, wear resistance, corrosion resistance and so on. As the performance advantages of carbon matrix composites continue to highlight and the preparation cost is gradually reduced, the demand for carbon matrix composites in aerospace, photovoltaic, semiconductor, machinery, automobile, chemical and other industries will maintain a stable growth, and its substitution for traditional materials and products will gradually improve, with a broad market space.
3. The products are developing in the direction of large size and high purity, and the technical threshold is further raised
With the rapid development of photovoltaic and semiconductor industries, the technical update and iteration speed of the thermal field system of monocrystalline silicon growth furnace is accelerated. The thermal field system is developing in the direction of large size and high purity. The comprehensive performance requirements of thermal field components have a high technical threshold in the systematic design of thermal field components, the integrated design of structure and function of large-diameter and complex shape components, and the overall manufacturing technology of high-performance and low-cost carbon matrix composite products. Enterprises need long-term technology accumulation and continuous R & D investment to meet the higher technical requirements of thermal field system for carbon matrix composites, such as large size and high purity.
4. Technological progress continues to reduce costs and promote "cost reduction and efficiency increase" in downstream industries
The preparation cost has always been the key to the wide application of advanced carbon matrix composites. With the technical progress of the industry and the continuous improvement of the preparation process level, the preparation cost of carbon matrix composites gradually decreases, the cost performance advantage gradually highlights, and the market share is higher and higher. Especially in the photovoltaic industry, the market share of the single crystal drawing furnace thermal field system has reached a high level, which has promoted the rapid development of silicon wafers in the photovoltaic industry in the direction of large size and high purity, and promoted the cost reduction and efficiency increase of the photovoltaic industry.
（2） Development stage of the company and its own business model
With the mass application of carbon matrix composites, the acceleration of technological iteration, the development of products in the direction of large size, low cost and diversification, the reduction of cost and the progress of manufacturing technology provide the possibility for the application of carbon matrix materials in more industries, and carbon matrix composites gradually open the situation of multi field application. At present, in semiconductor, friction braking, high-temperature heat treatment and other industries, carbon matrix composites are gradually forming a trend to replace traditional materials.
The company actively responds to the relevant development plan of the government's "14th five year plan" for the raw material industry, relies on the company's research and accumulation of new carbon based materials, takes the breakthrough in the research and development of new carbon based materials as the core, and fully seizes the development opportunities of carbon based materials on the technical accumulation in the field of carbon based materials on the basis of ensuring the advantageous position of existing advanced carbon based composite products in the photovoltaic field, Through the research on the general underlying technology of carbon based materials, the research on the preparation mechanism of carbon based materials, the development of basic equipment of carbon based materials, the application field and product development of carbon based materials, comprehensively improve the R & D and innovation ability of the company in carbon based materials and related fields, and ensure the market expansion ability of the company in photovoltaic, semiconductor, hydrogen fuel cell, high temperature heat treatment, friction braking and other fields, Maintain the company's leading technology and R & D level, continuously improve the company's overall core competitiveness, and make a comprehensive and in-depth layout in the field of carbon based materials.
In the future, the company will further enrich the application fields of carbon based new materials, build the company into a global leading carbon based composite R & D and industrial application platform, and make the company grow into an advanced carbon based composite manufacturer and supplier with global competitiveness.
(III) profitability and capital demand of the company
In 2021, the company realized an operating revenue of 1.338 billion yuan and a net profit attributable to shareholders of listed companies of 501 million yuan, with a year-on-year increase of 213.72% and 197.25% respectively. In 2021, with the continuous promotion and implementation of the "double carbon" policy, the photovoltaic industry as a whole maintained steady development, the scale of the photovoltaic industry increased steadily, and the market demand was relatively strong. The company's downstream photovoltaic industry has expanded its capacity and strong terminal demand. The company continued to expand its production capacity in 2021, but the company's existing capacity still can not meet the market demand.
In view of the industry characteristics and development stage of the above companies, in order to promote the implementation of the company's strategic planning, achieve the company's strategic objectives and ensure the sustainable, stable and healthy development of the company, combined with the current operating conditions and future capital needs, the company puts forward this profit distribution plan for 2021, which not only protects the legitimate rights and interests of investors, but also takes into account the sustainable and stable development needs of the company.
(IV) the exact purpose of retained undistributed profits and the estimated income of the company
The company's profit distribution plan is a reasonable arrangement made in combination with the company's strategic development plan, current operating conditions, future capital needs and other factors. The undistributed profits retained by the company will be used for the company's R & D investment, expansion of production capacity, operation and development, so as to maintain and promote the company's leading technology advantage and help the company seize the development opportunities of the industry. Therefore, the retained part after this profit distribution will be used to support the company's business development, expand production capacity and improve R & D level, so as to improve the overall value of the company, which is in line with the fundamental interests of the majority of shareholders.
The company will always pay attention to the return to shareholders in the form of cash dividends, and actively implement the relevant policies of the company's profit distribution in strict accordance with the requirements of the company law, the securities law, the articles of association and other relevant regulations, taking full account of the continuity and stability of profit distribution and the company's profitability, cash flow status and capital demand.
3、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 33rd meeting of the second board of directors on February 25, 2022, deliberated and approved the proposal on the company's 2021 annual profit distribution plan, agreed to the profit distribution plan, and agreed to submit the proposal to the company's 2021 annual general meeting for deliberation.
(II) opinions of independent directors
The company's profit distribution plan for 2021 fully considers various factors such as the company's operation, cash flow status, capital demand and future development, takes into account the interests of all shareholders, and complies with the notice on matters related to the further implementation of cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies The self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and other relevant provisions do not harm the interests of the company's shareholders, especially small and medium-sized shareholders, and the review procedures are legal and compliant. The independent directors of the company agreed to the profit distribution plan for 2021.
(III) opinions of the board of supervisors
The company held the 23rd Meeting of the second session of the board of supervisors on February 25, 2022, deliberated and adopted the proposal on the company's profit distribution plan for 2021. The board of supervisors believed that the company's profit distribution plan for 2021 fully considered the company's profitability, capital demand and other factors, and would not affect the normal operation and long-term development of the company, There is no situation that damages the overall interests of the company and shareholders.
4、 Relevant risk tips
The profit distribution plan comprehensively considers the company's profitability, business development and reasonable return to shareholders, and will not have a significant impact on the company's operating cash flow and the normal operation and development of the company.
This profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Please pay attention to the investment risks.
It is hereby announced.
Kbc Corporation Ltd(688598) board of directors
February 26, 2022
