Securities abbreviation: Jiangsu Kanion Pharmaceutical Co.Ltd(600557) securities code: Jiangsu Kanion Pharmaceutical Co.Ltd(600557) Announcement No.: 2022009 Jiangsu Kanion Pharmaceutical Co.Ltd(600557)
Announcement of profit distribution plan in 2021
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
The profit distribution plan of the company in 2021 is: no cash dividend, no bonus shares, and no conversion of capital reserve into share capital.
The profit distribution plan has been deliberated and approved at the 14th meeting of the seventh board of directors of the company and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1、 Contents of profit distribution plan
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company of Jiangsu Kanion Pharmaceutical Co.Ltd(600557) (hereinafter referred to as “the company”) in 2021 was 32054363032 yuan, and the undistributed profit as of December 31, 2021 was 340888232546 yuan. After deliberation at the 14th meeting of the seventh board of directors, the company plans not to pay cash dividends, bonus shares or convert capital reserve into share capital in 2021. The undistributed profits of the company will be used to supplement the working capital of the company.
2、 Description of no cash dividend in 2021
On February 5, 2021, in order to safeguard the interests of the majority of investors and enhance investor confidence, the company held the seventh meeting of the seventh board of directors, deliberated and adopted the proposal on repurchasing the company’s shares by means of centralized bidding transaction, and planned to use its own funds not less than RMB 90 million and not more than RMB 180 million to repurchase the company’s shares, Used to implement the equity incentive plan. For details, please refer to the report of Jiangsu Kanion Pharmaceutical Co.Ltd(600557) on repurchase of shares of the company through centralized bidding transaction (Announcement No.: 2021006) disclosed by the company on the website of Shanghai Stock Exchange on February 19, 2021.
From February 19, 2021 to July 30, 2021, the company completed the share repurchase, accumulatively repurchased 16452086 shares of the company, accounting for 2.7749% of the total share capital of the company, and the total amount of funds used was 17999915188 yuan (including transaction costs). For details, see the announcement of Jiangsu Kanion Pharmaceutical Co.Ltd(600557) on the implementation results of share repurchase and share changes (Announcement No.: 2021030) disclosed by the company on the website of Shanghai Stock Exchange on August 3, 2021.
In accordance with the provisions of the rules on share repurchases by listed companies, the opinions on supporting share repurchases by listed companies and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchases by listed companies, a listed company repurchases shares by means of centralized bidding and offer with cash as consideration, The amount of share repurchase implemented in the current year is regarded as cash dividend and included in the relevant proportion of cash dividend in the current year. Based on this calculation, the ratio of the amount of cash dividends of the company to the net profit attributable to the shareholders of the parent company in the consolidated statements is 56.15%. From 2019 to 2021, the cumulative amount of cash dividends (including the amount of cash repurchased shares in 2021) for three consecutive years accounts for 107.60% of the average annual distributable profits realized in the three years, which is in line with the relevant provisions of the measures for the administration of securities issuance of listed companies and the articles of association on profit distribution policies. In January 2022, the company held the 13th meeting of the seventh board of directors and the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on changing the purpose of repurchased shares, and decided to change the purpose of repurchased shares from “for implementing equity incentive plan” to “for cancellation to reduce registered capital”. The company will cancel 16452086 repurchased shares. After the cancellation of the above repurchased shares, the total share capital of the company will be reduced from 592881038 shares to 576428952 shares. For details, please refer to the announcement on reducing registered capital and amending relevant provisions of the articles of Association disclosed by the company on the website of Shanghai Stock Exchange. Up to now, the cancellation of the above repurchased shares has not been completed.
In view of the fact that the company has actually used 180 million yuan of funds for share repurchase and cancellation in 2021 to reduce the registered capital, under the premise of fully considering the needs of current operation and long-term development and taking into account the reasonable return to investors, in order to ensure the normal operation of the company’s production and operation, from the perspective of the company’s actual operation, the company plans not to pay cash dividends or bonus shares in 2021, Nor will the capital reserve be converted into share capital, and the undistributed profits of the company will be used to supplement the working capital of the company.
3、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 14th meeting of the 7th board of directors on March 2, 2022, and deliberated and adopted the profit distribution plan for 2021. There were 7 directors who should participate in the meeting, 7 actually participated in the meeting, 7 in favor, 0 against and 0 abstention.
The profit distribution plan needs to be submitted to the 2021 annual general meeting for deliberation.
(II) opinions of independent directors
The independent directors of the company express the following opinions: in order to ensure the normal production and operation of the company, under the condition that the company has repurchased shares at the maximum limit of 180 million yuan in 2021, the decision of the board of directors not to distribute profits is in line with the actual situation of the company, the provisions of relevant laws and regulations and the articles of association, and the business development needs and long-term development plan of the company, There is no intentional damage to the interests of investors. We unanimously agree to the plan and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Relevant risk tips
The company’s profit distribution plan is formulated in combination with the current profitability, capital demand and other factors. No profit distribution this time will have no negative impact on the company’s financial situation and will not affect the company’s normal operation and long-term development. It is hereby announced.
Jiangsu Kanion Pharmaceutical Co.Ltd(600557) board of directors March 3, 2022
