Securities code: Henan Liliang Diamond Co.Ltd(301071) securities abbreviation: Henan Liliang Diamond Co.Ltd(301071) Announcement No.: 2022002 Henan Liliang Diamond Co.Ltd(301071)
Announcement of high profit transfer plan and profit distribution plan in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The company held the 14th meeting of the second board of directors and the 10th meeting of the second board of supervisors respectively on February 25, 2022. The meeting deliberated and adopted the proposal on the company’s profit distribution plan in 2021, which needs to be submitted to the company’s 2021 annual general meeting for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of high-speed transmission scheme
1. Specific contents of high-speed transfer scheme
Proposer: Shao Zengming
Reason for proposal: in view of the continuous growth of the company’s performance, broad prospects for future development and continuous growth, the company’s undistributed profits and capital reserve are sufficient at the end of 2021, and the scale of the company’s share capital is relatively small, in order to optimize the company’s share capital structure and enhance stock liquidity, fully consider the interests and reasonable demands of small and medium-sized investors, In order to better realize the sustainable development of the company and repay all shareholders, it is proposed to carry out this high transfer scheme and profit distribution plan on the premise of complying with the provisions of relevant laws and regulations and profit distribution policies in the articles of association and ensuring the normal operation and long-term development of the company.
Bonus shares (shares) dividend (yuan) conversion of accumulation fund into share capital (shares)
0 for every ten shares
Based on the total share capital of Bestore Co.Ltd(603719) 80 shares of the company as of December 31, 2021, it is proposed to distribute cash dividends of RMB 10 (including tax) for every 10 shares to all shareholders, with a total distribution amount of
A total cash dividend of Bestore Co.Ltd(603719) 80 yuan (including tax) was distributed; At the same time, the capital reserve is used to increase 10 shares for every 10 shares to all shareholders, with a total of Bestore Co.Ltd(603719) 80 shares.
If the company’s share capital changes after the board of directors deliberates and approves the profit distribution plan and before the implementation of the plan, the company will adjust the distribution proportion according to the principle of “fixed total amount” based on the total share capital on the equity registration date when the distribution plan is implemented.
2. Legality and compliance of high-speed transfer scheme
The high profit transfer plan and profit distribution plan (hereinafter referred to as “the plan”) comply with the company law, the accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies Chapter VII, Section VII, profit distribution, conversion of capital reserve into share capital and the articles of association of the company, etc. of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
In accordance with the provisions of the company law and the articles of association, the company shall withdraw the statutory surplus reserve at 10% of the net profit. When the cumulative amount of the statutory surplus reserve has reached 50% of the registered capital, it may not be withdrawn. Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company after the audited merger in 2021 is 23955530578 yuan, of which the net profit realized by the parent company is 22635511793 yuan. During the reporting period, the company withdrew 754649750 yuan of surplus reserve, and the cumulative amount of statutory surplus reserve was 3018599000, which has reached 50% of the registered capital. The company will not continue to withdraw statutory surplus reserve. As of December 31, 2021, the audited accumulated profit available for distribution of the parent company is 46739338195 yuan, and the profit available for distribution to shareholders in the consolidated statements is 48654007701 yuan. Based on the total share capital of Bestore Co.Ltd(603719) 80 shares of the company as of December 31, 2021, it is proposed to distribute cash dividends of RMB 10 (tax included) for every 10 shares to all shareholders, with a total of RMB Bestore Co.Ltd(603719) 80 (tax included), accounting for 25.20% of the net profit in the reporting period, The cash dividend scheme complies with the profit distribution policy stipulated in the articles of association. The profit distributed by cash dividend shall not be less than 10% of the distributable profit realized in the current year.
According to the relevant provisions on profit distribution and conversion of capital reserve into share capital in Section 7 of Chapter VII of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem:
(1) . where a listed company discloses a high transfer plan, it shall meet one of the following conditions:
(I) the net profit in the same period of the last two years has continued to grow, and the proportion of shares transferred per share shall not be higher than the compound growth rate of the net profit of the listed company in the same period of the last two years;
(II) if the implementation of refinancing, merger and reorganization during the reporting period leads to significant changes in net assets, the proportion of shares to be transferred per share shall not be higher than the growth rate of the net assets of the listed company at the end of the reporting period compared with the net assets at the beginning of the reporting period;
(III) the net profit of the last two years has continued to grow and the earnings per share of the last three years have not been less than 1 yuan. If the listed company considers it necessary to disclose the high transfer scheme, it shall fully disclose the main considerations and rationality of the high transfer, and the earnings per share after the transfer shall not be less than 0.5 yuan (only applicable to the high transfer according to the annual financial statements). From 2019 to 2021, the company’s basic earnings per share were 1.41 yuan, 1.61 yuan and 4.88 yuan respectively, all higher than 1 yuan; The net profit of the company was 631218 million yuan, 729968 million yuan and 2395553 million yuan respectively, with continuous growth. After the implementation of the plan of converting every 10 shares into 10 shares, the earnings per share in 2021 will become 2.44 yuan, higher than 0.5 yuan. In view of the continuous growth of the company’s performance, broad prospects for future development and continuous improvement in growth, the company’s undistributed profits and capital reserve are sufficient at the end of 2021, and the scale of the company’s share capital is relatively small, in order to optimize the company’s share capital structure and enhance stock liquidity, the interests and reasonable demands of small and medium-sized investors are fully considered, In order to better realize the sustainable development of the company and repay all shareholders, it is proposed to carry out this high transfer scheme and profit distribution plan on the premise of complying with the provisions of relevant laws and regulations and profit distribution policies in the articles of association and ensuring the normal operation and long-term development of the company. To sum up, the company’s transfer plan complies with the relevant provisions of section 7, Chapter VII, profit distribution and conversion of capital reserve into share capital in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
(2) 1. A listed company shall not disclose the high transfer plan under any of the following circumstances:
(I) the net profit in the reporting period was negative, the net profit decreased by more than 50% year-on-year, or the earnings per share after share transfer was less than 0.2 yuan;
From 2019 to 2021, the company’s basic earnings per share were 1.41 yuan, 1.61 yuan and 4.88 yuan respectively, all higher than 1 yuan; The net profit of the company was 631218 million yuan, 729968 million yuan and 2395553 million yuan respectively, with continuous growth. The company does not have such circumstances that do not comply with the disclosure of high transfer scheme.
(II) the proposed shareholders and controlling shareholders of the company and their persons acting in concert, directors, supervisors and senior managers (hereinafter referred to as relevant shareholders) have reduced their holdings in the first three months or have plans to reduce their holdings in the next three months; A listed company shall ask the relevant shareholders whether there is no reduction plan in the next three months and the reduction plan in the next four to six months, and disclose it. Relevant shareholders shall abide by it as a matter of commitment. A listed company shall not disclose the high transfer plan within three months before and after the expiration of the restricted sale period of restricted shares held by relevant shareholders (except equity incentive restricted shares).
The company proposes to lift the ban on shares directly or indirectly held by shareholders, controlling shareholders and their persons acting in concert, directors, supervisors and senior managers in September 2024. There is no such situation that does not comply with the disclosure of high transfer plan.
To sum up: the high transfer scheme disclosed by the company complies with the relevant provisions on profit distribution and conversion of capital reserve into share capital in Section 7 of Chapter VII of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
3. Matching of high transfer scheme with the company’s growth
(1) The company’s performance indicators meet the relevant provisions of the implementation of the high transfer scheme
From 2019 to 2021, the company’s basic earnings per share were 1.41 yuan, 1.61 yuan and 4.88 yuan respectively, all higher than 1 yuan; The net profit of the company was 631218 million yuan, 729968 million yuan and 2395553 million yuan respectively, with continuous growth. After the implementation of the plan of converting every 10 shares into 10 shares, the earnings per share in 2021 will become 2.44 yuan, higher than 0.5 yuan. To sum up, This plan is in full compliance with section 7, Chapter 7, profit distribution and conversion of capital reserve into share capital of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies “The net profit of the last two years has continued to grow and the earnings per share of the last three years has not been less than 1 yuan. If the listed company believes that it is necessary to disclose the high transfer scheme, it shall fully disclose the main considerations and rationality of the high transfer, and the earnings per share after the transfer shall not be less than 0.5 yuan.” Provisions of the.
(2) High transfer scheme matches the growth of the company
The company always focuses on the R & D, production and sales of superhard materials, and its products are widely recognized by downstream customers. At present, the company’s diamond products are in the stage of rapid development. They are star products in the new material industry and have strong market demand. In recent years, the company has grown rapidly and stably, and its business scale and industry status have been continuously improved. ① Net profit growth
In recent years, the company’s performance has maintained a good growth trend. The compound growth rate of net profit in recent three years (20192021) is 94.81%, and the compound growth rate of earnings per share is 86.04%. The company has steady and sustainable profitability, and this increase has a reasonable performance basis.
② Changes in net assets
In September 2021, the company issued 15092995 RMB ordinary shares to the public for the first time. After deducting various issuance expenses, the net amount of funds raised by the company’s initial public offering of shares was 27373319026 yuan. In 2021, the net profit attributable to the shareholders of the listed company was 23934941475 yuan. Initial public offering financing and good operating performance increased the company’s net assets to 95831836971 yuan at the end of 2021, an increase of 115.24%, realizing a significant increase in net assets. The scale of this increase matches the growth of the company’s net assets and is reasonable.
③ Number of share capital and capital reserve
Before the company’s initial public offering and listing on the gem of Shenzhen Stock Exchange, the company’s share capital was 45278985 shares. During this period, the company’s asset scale and profitability have increased steadily, the product structure has been continuously improved, and the core competitiveness has been continuously improved. Compared with the current business scale, the current capital stock scale of the company is small. The implementation of this conversion can expand the scale of share capital and make the scale of share capital match the current development stage of the company, which is necessary. As of December 31, 2021, the company’s capital reserve was 38178197123 yuan. According to the plan of converting every 10 shares into 10 shares, the capital reserve is required to be converted into capital stock of Bestore Co.Ltd(603719) 80 yuan. The company’s capital reserve is sufficient to meet the implementation conditions of this plan. Based on the company’s current stable operating capacity and good financial situation, considering the small total share capital of the company, and fully considering the interests and reasonable demands of investors, especially small and medium-sized investors, and on the premise of ensuring the normal operation and long-term development of the company, the actual controller, chairman The high transfer plan and profit distribution plan proposed by Mr. Shao Zengming, the general manager, is conducive to all shareholders to share the company’s operating results, take into account the immediate and long-term interests of shareholders, and match the company’s operating performance and future development.
2、 Shareholding changes of proposed shareholders, controlling shareholders and Dong Jiangao (hereinafter referred to as “relevant shareholders”) and the lifting of restrictions on restricted shares held by them
1. Relevant shareholders of the company are in the restricted sale period, and there is no change in shares three months before the announcement of this plan;
2. The relevant shareholders of the company are within the sales restriction period, and there is no reduction plan in the three months after the announcement of this plan and the next four to six months;
3. The relevant shareholders of the company did not have the expiration of the sales restriction period of the restricted shares held in the three months before and after the disclosure of this plan.
3、 Relevant risk tips
1. The conversion of capital reserve to share capital in this plan has no substantial impact on the return on net assets and the shareholding ratio of investors during the reporting period. After the implementation of this plan, it is expected that the indicators such as earnings per share and net assets per share will be diluted accordingly.
Before project implementation (yuan) after project implementation (yuan)
Net assets per share 15.87 7.94
Earnings per share 44.4
2. The plan needs to be reviewed and approved by the general meeting of shareholders, and there is uncertainty.
Please invest rationally and pay attention to investment risks.
4、 Other instructions
Before the disclosure of this plan, the company strictly controls the inside information
