Securities code: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) securities abbreviation: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) Announcement No.: 2022031 bond Code: 128093 bond abbreviation: Baichuan convertible bond
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Announcement on 2021 profit distribution plan
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.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as “the company”) held the fourth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors on February 25, 2022, and deliberated and adopted the plan on profit distribution in 2021. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of 2021 profit distribution plan
Audited by notary Tianye Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is 2283 Yangzhou Chenhua New Material Co.Ltd(300610) 2 yuan, deducting 1186941426 yuan of statutory surplus reserve withdrawn in accordance with the company law and the articles of association, plus 39505251407 yuan of undistributed profit at the beginning of the previous year, Minus 5246119510 yuan of 2020 profit distributed in the reporting period, and 55905196573 yuan of profit available for distribution to shareholders in the consolidated statements; In 2021, the parent company realized a net profit of 11869414258 yuan, deducting 1186941426 yuan of statutory surplus reserve withdrawn in accordance with the company law and the articles of association, plus 10781968278 yuan of undistributed profit at the beginning of the year, minus 5246119510 yuan of 2020 profit distributed in the reporting period, and the profit available for distribution by the parent company to shareholders was 16218321600 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 16218321600 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: Based on the total share capital on the equity registration date when the distribution plan is implemented in the future, the company will distribute cash dividends of RMB 0.50 (including tax) to all shareholders for every 10 shares, without bonus shares, No accumulation fund shall be converted into share capital.
After the announcement of this profit distribution plan and before its implementation, if the total share capital of the company changes due to the conversion of convertible bonds into shares and other reasons, the dividend amount shall be adjusted accordingly in accordance with the principle of “the distribution proportion of investors remains unchanged”.
2、 Legality, compliance and rationality of profit distribution plan
This profit distribution plan is put forward on the premise of ensuring the normal operation and long-term development of the company and comprehensively considering the operation and development of the company and the interests of the majority of investors. The profit distribution plan of the company for 2021 is in line with the notice on further implementing the matters related to cash dividends of listed companies issued by China Securities Regulatory Commission The relevant provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and the shareholder return plan for the next three years (20192021) are conducive to all shareholders sharing the company’s operating results and in line with the company’s development plan.
3、 Relevant review procedures and opinions
1. Deliberations of the board of directors
The fourth meeting of the sixth board of directors of the company deliberated and adopted the profit distribution plan for 2021. The voting results of the meeting were: 7 in favor, 0 against and 0 abstention.
The board of directors of the company believes that the profit distribution plan of the company in 2021 meets the relevant requirements for profit distribution in the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and the shareholder return plan for the next three years (20192021), The profit distribution plan takes into account the immediate and long-term interests of shareholders, matches the company’s operating performance and future development, conforms to the company’s development plan, and does not damage the interests of shareholders, especially small and medium-sized shareholders.
2. Opinions of independent directors
The company’s profit distribution plan for 2021 complies with the relevant requirements for profit distribution in 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, the articles of association and the shareholder return plan for the next three years (20192021), The profit distribution plan takes into account the immediate and long-term interests of shareholders, matches the company’s operating performance and future development, conforms to the company’s development plan, and does not damage the interests of shareholders, especially small and medium-sized shareholders.
3. Opinions of the board of supervisors
The company’s profit distribution plan for 2021 complies with the relevant requirements for profit distribution in 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, the articles of association and the shareholder return plan for the next three years (20192021), The profit distribution plan takes into account the immediate and long-term interests of shareholders, matches the company’s operating performance and future development, conforms to the company’s development plan, and does not damage the interests of shareholders, especially small and medium-sized shareholders.
4、 Other instructions
1. The company’s 2021 profit distribution plan can only be implemented after being approved by the company’s general meeting of shareholders. There is uncertainty. Please invest rationally and pay attention to investment risks.
2. Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders of inside information, and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders to prevent the disclosure of inside information. 5、 Documents for future reference
1. Resolutions of the 4th meeting of the 6th board of directors;
2. Resolutions of the 4th meeting of the 6th board of supervisors;
3. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) board of directors February 25, 2022
