Securities code: Ningxia Baofeng Energy Group Co.Ltd(600989) securities abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Announcement No.: 2022009 Ningxia Baofeng Energy Group Co.Ltd(600989)
Announcement of annual 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:
● distribution proportion per share: non restricted shareholders will pay a cash dividend of 0.3210 yuan per share (including tax), and restricted shareholders will pay a cash dividend of 0.2648 yuan per share (including tax). No bonus shares will be given and no capital reserve will be converted into share capital. ● the profit distribution is based on the total share capital registered on the equity distribution registration date and deducting the repurchased shares. 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 per share unchanged, adjust the total distribution accordingly, and announce the specific adjustment separately.
1、 Contents of profit distribution plan
According to Article 8 of the guidelines for self regulation of listed companies of Shanghai Stock Exchange No. 7 – share repurchases, “if a listed company repurchases shares by means of centralized bidding and offer with cash as consideration, the amount of share repurchases implemented in that year shall be regarded as cash dividends and included in the relevant proportion of cash dividends in that year.” From March to August 2021, the company implemented share repurchase by means of centralized bidding. The number of shares repurchased was 19543506, and the amount of shares repurchased was 29991065877 yuan.
According to the audit of Ernst & Young Huaming Certified Public Accountants (special general partnership), as of December 31, 2021, the distributable profit of Ningxia Ningxia Baofeng Energy Group Co.Ltd(600989) Group Co., Ltd. (hereinafter referred to as “the company”) at the end of the period was 1131923245281 yuan. According to the resolution of the 16th meeting of the third board of directors of the company, the company plans to distribute profits based on the total share capital registered on the equity distribution registration date minus the total number of repurchased shares in 2021. The profit distribution plan is as follows:
As of December 31, 2021, the total share capital of the company is 7333360000 shares. After deducting 19543506 shares repurchased, 7313816494 shares are entitled to this cash dividend, and the total amount of cash dividend to be distributed is 2047678237 yuan.
The total amount of cash dividends to be distributed and the amount of shares repurchased during the reporting period totaled 23475889577 yuan. The total amount of cash dividends of the company in this year accounted for 33.20% of the net profit attributable to shareholders of Listed Companies in this year.
In 2021, the company donated 300 million yuan in cash to Ningxia Yanbao charity foundation for public welfare charities and other public welfare activities dominated by donations to students. In order to protect the interests of non restricted shareholders, the donation is proposed to be fully borne by the restricted shareholders of the company in the specific way of:, The restricted shareholders of the company will fully compensate the donation shared by non restricted shareholders during the cash dividend. The specific calculation process is as follows:
1. Compensation amount of restricted shareholders to non restricted shareholders
Amount of compensation for shares not sold = (total amount of compensation for shares not sold =) × Charitable donation = 80999838 yuan
2. Cash dividend per share and total dividend of non restricted shareholders
Cash dividend per share of non restricted shareholders = [(number of non restricted shares ÷ total number of shares entitled to this cash dividend) × Total cash dividends + compensation] ÷ number of non restricted shares = 0.3210 yuan / share (including tax).
The total cash dividend of non restricted shareholders was 633887205 yuan.
3. Cash dividends per share and total dividends of shareholders of restricted shares
Cash dividend per share of shareholders of restricted shares = [(number of restricted shares ÷ total number of shares entitled to this cash dividend) × The total cash dividend amount – compensation amount] ÷ number of restricted shares = 0.2648 yuan / share (including tax).
The total cash dividend of shareholders of restricted shares is 1413791032 yuan.
If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration due to the conversion of convertible bonds into shares, share repurchase and cancellation, share repurchase and cancellation of equity incentive grant, and share repurchase and cancellation of major asset restructuring, 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.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The above plan was deliberated and adopted at the 16th meeting of the third board of directors of the company.
(II) opinions of independent directors
The independent directors of the company have expressed their independent opinions on the above proposal:
1. The differentiated dividend scheme proposed by the company to compensate non restricted shareholders with the donation borne by restricted shareholders fully takes into account the interests of non restricted shareholders. This cash dividend will not affect the continuous operation of the company and the future business development of the company. The company’s deliberation procedure for the proposal is legal and effective, which ensures the reasonable return on investment of shareholders, and is reasonable and feasible. Agree to the profit distribution plan for 2021 and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2. In view of the relatively high shareholding ratio of the company’s actual controller, we conducted research. The company’s production and operation in 2021 is good, the performance is in line with expectations, and the cash flow is abundant. In order to better feed back to the majority of investors, the company decided to carry out the annual cash dividend in 2021. We believe that the profit distribution plan formulated by the board of directors not only considers the reasonable return on investment to investors, but also takes into account the needs of the company’s sustainable development. There is no obvious unreasonable situation such as cash out by major shareholders or improper intervention of relevant shareholders in the company’s decision-making by abusing shareholders’ rights.
(III) opinions of the board of supervisors
The board of supervisors of the company believes that the production and operation of the company in 2021 is good and the performance meets the expectations. The profit distribution plan formulated by the board of directors not only considers the reasonable return on investment to investors, but also takes into account the needs of the company’s sustainable development, and complies with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) of China Securities Regulatory Commission Relevant provisions and requirements for cash dividends in departmental rules, normative documents and the articles of association. The differentiated dividend scheme proposed by the company to compensate the non restricted shareholders by the restricted shareholders makes the company’s obligation to donate to Ningxia Yanbao Charity Foundation fully borne by the restricted shareholders, protects the interests of the non restricted shareholders, agrees to pass the distribution scheme, and agrees to submit the proposal to the 2021 annual general meeting of the company for deliberation.
3、 Relevant risk tips
This profit distribution plan combines the company’s development stage, future capital demand and other factors, and will not have a significant impact on the company’s operating cash flow, nor will it affect the company’s normal operation and long-term development.
The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders for approval. Please pay attention to the investment risks.
It is hereby announced.
Ningxia Baofeng Energy Group Co.Ltd(600989) board of directors March 10, 2022
