Securities code: Zhejiang Windey Co.Ltd(300772) securities abbreviation: Zhejiang Windey Co.Ltd(300772) Announcement No.: 2022015 Zhejiang Windey Co.Ltd(300772)
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.
Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”) held the 29th meeting of the Fourth Board of directors and the 24th Meeting of the Fourth Board of supervisors on March 7, 2022, and deliberated and adopted the proposal on the profit distribution plan in 2021. This proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation. The relevant information is hereby announced as follows:
1、 Details of profit distribution plan
Audited by Tianjian Certified Public Accountants (special general partnership), in 2021, the company achieved a combined net profit of 48983106490 yuan attributable to the owner of the listed company and 42512233098 yuan attributable to the parent company. According to the relevant provisions of the company law, 10% of the statutory surplus reserve of 4251223310 yuan was withdrawn. By the end of the year, the company’s profit available for distribution to shareholders in 2021 was 103183733146 yuan, and the profit available for distribution of the parent company at the end of the period was 99663880934 yuan. According to the principle of the lower of the profits available for distribution in the consolidated statements and the statements of the parent company, the profits available for distribution to shareholders in 2021 are 99663880934 yuan.
Based on the principle of rewarding shareholders and sharing the company’s operating results with shareholders, taking into account the development of the company and the interests of shareholders, and in accordance with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of Association, it is proposed to take the total share capital of 33899017 shares on December 31, 2021 as the base, Cash dividends of 2.5 yuan (including tax) will be distributed for every 10 shares, and 8474754275 yuan (including tax) is expected to be distributed. The remaining undistributed profits will be carried forward to the next year; It is proposed to increase 6.00 shares for every 10 shares to all shareholders by converting capital reserve into share capital, and 203394102 shares are expected to be increased. No bonus shares will be given this time.
If the total amount of the company’s share capital increase and share transfer plan is changed, the total amount of the company’s share capital increase and share transfer plan will remain unchanged due to the adjustment of the company’s share capital increase and share transfer plan.
2、 Legality, compliance and rationality of profit distribution plan
The company’s profit distribution plan for 2021 complies with the company law, the securities 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 CSRC’s regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022) Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association.
This profit distribution plan is put forward on the premise of ensuring the normal operation and long-term development of the company, comprehensively considering the operation and development of the company and the interests of the majority of investors, matching the actual operation and future development needs of the company, taking into account the profit distribution plan, long-term return plan of shareholders and relevant commitments made. The implementation of this profit distribution plan will not cause the company’s shortage of working capital or other adverse effects.
To sum up, this profit distribution plan is legal, compliant and reasonable.
3、 Opinions of independent directors and board of supervisors
1. Opinions of independent directors
The profit distribution plan formulated by the board of directors is in line with the actual situation of the company, takes full account of the reasonable investment return to investors, is conducive to the sustainable, stable and healthy development of the company, complies with the relevant provisions of the company law and the articles of association, and does not damage the interests of shareholders. The independent directors of the company agreed to the company’s profit distribution plan for 2021 and agreed that the board of directors would submit the above plan to the general meeting of shareholders for deliberation.
2. Opinions of the board of supervisors
The company’s profit distribution plan for 2021 complies with the provisions of the company law and other relevant laws and regulations and the articles of association, complies with the profit distribution policy determined by the company, is conducive to the sharing of the company’s operating results by all shareholders, and meets the needs of the company’s future operation and development. Therefore, it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Other instructions
1. Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders in strict accordance with laws, regulations, normative documents and relevant provisions of the company’s system, performed the obligation of confidentiality and prohibition of insider trading to relevant insiders, and timely filed insiders to prevent the disclosure of insider information.
2. The profit distribution plan needs to be implemented after being deliberated and approved by the company’s 2021 annual general meeting of shareholders, and there is still uncertainty. Please pay attention to the investment risks.
5、 Documents for future reference
1. Resolution of the 29th meeting of the 4th board of directors;
2. Resolution of the 24th Meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 29th meeting of the Fourth Board of directors.
It is hereby announced.
Zhejiang Windey Co.Ltd(300772) board of directors March 7, 2022
