Securities code: Zhang Xiaoquan Inc(301055) securities abbreviation: Zhang Xiaoquan Inc(301055) Announcement No.: 2022007 Zhang Xiaoquan Inc(301055)
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.
Zhang Xiaoquan Inc(301055) (hereinafter referred to as “the company”) held the 9th meeting of the second board of directors on March 11, 2022, deliberated and adopted the proposal on the profit distribution plan of 2021, and now the relevant matters are announced as follows:
1、 Basic information of profit distribution plan
The annual audit report of 2021 (TJs [2022] No. 508) issued by Tianjian Certified Public Accountants (special general partnership) confirms that:
The net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is 7873282111 yuan, of which the net profit attributable to the shareholders of the parent company is 7873282111 yuan, and the statutory surplus reserve is 1259721121 yuan in accordance with the provisions of the company law and the articles of Association; As of December 31, 2021, the distributable profit of the parent company is 14948285659 yuan, and the distributable profit of the company’s consolidated statements is 22896280431 yuan. According to the principle that the distributable profit of the parent company and the distributable profit of the consolidated financial statements should be the lower, the distributable profit of the company for shareholders in 2021 is 14948285659 yuan.
Based on the principle of paying back to shareholders and sharing the company’s operating results with shareholders, after comprehensive consideration of the company’s long-term development and other factors, and on the premise of ensuring the normal business development of the company, the annual profit distribution plan for 2021 is put forward as follows:
Taking the total share capital of the company as 1560000 shares on December 31, 2021 as the base, the company will distribute cash of RMB 5 (tax included) for every 10 shares to all shareholders, with a total cash dividend of RMB 78000000 (tax included). 0 bonus shares (including tax) will be given, and 0 shares will be added to all shareholders for every 10 shares with capital reserve. After the above distribution, the company’s remaining distributable profit of 7148285659 yuan is carried forward to subsequent years.
If the company’s share capital changes after the profit distribution plan is considered and approved by the board of directors and the general meeting of shareholders until the implementation of the plan, the company will adjust the distribution ratio according to the principle of “fixed total cash dividends” based on the total share capital on the equity registration date when the distribution plan is implemented.
2、 Legality and compliance of profit distribution plan
According to the provisions of the articles of association, the company may distribute profits in cash, shares, the combination of cash and shares or other ways permitted by laws and regulations. The profit distribution plan of the company complies with the provisions of the company law, accounting standards for business enterprises, 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 and the articles of association of the company, as well as the profit distribution policies determined by the company Profit distribution plan and relevant commitments such as the commitment on the shareholder dividend return plan for three years after the company’s listing.
3、 Relevant procedures to be performed
(I) deliberations of the board of directors
The ninth meeting of the second board of directors of the company deliberated and approved the proposal on the profit distribution plan for 2021. The board of directors believed that the situation described in the profit distribution plan matched the actual situation of the company, comprehensively considered the return on investment to investors and the sustainable development of the company, and was conducive to sharing the operating results of the company’s growth with all shareholders, Comply with the relevant provisions on profit distribution in the company law and the articles of association. Therefore, it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
The fourth meeting of the second session of the board of supervisors of the company deliberated and passed the proposal on the profit distribution plan for 2021. The board of supervisors held that the profit distribution plan for 2021 of the company complies with the provisions of the company law and other relevant laws and regulations and the articles of association, the profit distribution policies determined by the company and relevant commitments made by the company, It is conducive to all shareholders to share the company’s operating results and meet 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.
(III) opinions of independent directors
The independent directors believe that the profit distribution plan of the company in 2021 complies with the company law, the articles of association and the relevant provisions of the CSRC. On the premise of ensuring the normal operation and long-term development of the company, the reasonable investment return to the majority of investors is fully considered, which is conducive to the normal operation and healthy development of the company and does not harm the interests of investors. Therefore, we unanimously agree to submit the proposal on the profit distribution plan for 2021 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. This profit distribution plan needs to be implemented after being deliberated and approved by the company’s 2021 annual general meeting of shareholders. There is still uncertainty. Please pay attention to the investment risks.
4、 Documents for future reference
1. Resolutions of the ninth meeting of the second board of directors of the company;
2. Resolutions of the fourth meeting of the second board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the ninth meeting of the second board of directors of the company.
It is hereby announced.
Zhang Xiaoquan Inc(301055) board of directors March 15, 2022
