Securities code: Avic Heavy Machinery Co.Ltd(600765) securities abbreviation: Avic Heavy Machinery Co.Ltd(600765) Announcement No.: 2022010 Avic Heavy Machinery Co.Ltd(600765) 2021 annual profit distribution and
Announcement on the plan of converting capital reserve into shares
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; Conversion ratio per share:
Cash dividend of 1.70 yuan (including tax) for every 10 shares of a shares; Add 4 shares for every 10 shares.
● the profit distribution and capital reserve converted into share capital this time are based on the total share capital registered on the equity distribution registration date, and the specific date will be specified in the equity distribution implementation announcement.
● 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 repurchase and cancellation of restricted shares, listing of new shares, grant and exercise of equity incentive, conversion of convertible bonds into shares, share repurchase and other matters, the company plans to maintain the total distribution unchanged and adjust the distribution proportion accordingly; It is proposed to keep the proportion of conversion to increase per share unchanged and adjust the total amount of conversion to increase accordingly.
● the premise of the company's profit distribution plan in the current year is that the proportion of the company's profit in the current year is less than 30% of the company's long-term development needs. In order to fully meet the company's cash distribution needs in 2021, it is more conducive to the company's long-term development, Return to shareholders.
1、 Contents of profit distribution plan
Audited by Dahua Certified Public Accountants (special general partnership): the parent company realized a net profit of 17470372758 yuan in 2021, plus 45709342584 yuan of undistributed profit at the beginning of the year, deducting 4651420458 yuan of cash dividend in 2020 and 1747037276 yuan of legal surplus reserve withdrawn in 2021, Transfer -2457300000 yuan recorded in other comprehensive income of enterprises not under the same control in previous years into undistributed profit. The profit available for distribution to all shareholders at the end of 2021 was 32208257608 yuan.
According to the resolution of the board of directors, the profit distribution plan is as follows:
1. Based on 105163863600 shares of total share capital at the end of 2021, the company plans to distribute cash dividends of 1.70 yuan (including tax) to all shareholders for every 10 shares, with a total profit of 17877856812 yuan. The remaining profits available for distribution to shareholders will be used for profit distribution in subsequent years. The company's cash dividend accounts for 20.07% of the net profit attributable to the company's shareholders this year.
2. The company plans to increase 4 shares with capital reserve for every 10 shares to all shareholders based on the total share capital of 105163863600 shares at the end of 2021. After the conversion, the total share capital of the company increased by 420655454 shares, and the total share capital after the conversion was 1472294090 shares (the total share capital of the company shall be subject to the final registration result of China Securities Depository and Clearing Co., Ltd. Shanghai Branch. If there is a tail difference, it is caused by rounding).
3. 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 repurchase and cancellation of restricted shares, listing of new shares, granting and exercise of equity incentive, conversion of convertible bonds into shares, share repurchase and other matters, the company plans to maintain the total amount of distribution unchanged and adjust the distribution proportion accordingly; It is proposed to keep the proportion of conversion to increase per share unchanged and adjust the total amount of conversion to increase accordingly.
The profit distribution and capital reserve conversion to share capital plan need to be submitted to the general meeting of shareholders for deliberation.
2、 Description of cash dividend ratio less than 30% in this year
In 2021, the net profit attributable to the shareholders of the company was 89064004804 yuan, and the amount of cash dividend planned in the profit distribution plan was 17877856812 yuan, accounting for 20.07% of the net profit attributable to the shareholders of the listed company in 2021, less than 30%. The main reasons are as follows:
(I) industry and characteristics of the company
During the reporting period, the company was mainly engaged in forging and casting, hydraulic environmental control and other businesses, belonging to the manufacturing industry of railway, ship, aerospace and other transportation equipment.
(II) development stage of the company and its own business model
Avic Heavy Machinery Co.Ltd(600765) in the reporting period, its core competitiveness has been continuously and steadily improved compared with the previous reporting period. At the same time, the company is a typical capital intensive and technology intensive enterprise, which is at the front and middle end of the industrial chain. The production capital investment is large and the turnover is slow. Most of the capital is recovered in the second half of the year, resulting in great pressure on operating capital. (III) profitability and capital demand of the company
In 2021, the company's operating revenue was 878990198593 yuan, an increase of 31.23% over the same period of the previous year, and the net profit attributable to the shareholders of the company was 89064004804 yuan, an increase of 159.05% over the same period of the previous year.
In recent years, with the rapid development of supporting industries and the accelerating pace of product upgrading, higher requirements have been put forward for the performance, technology and quality of the company's products. In order to meet the needs of market changes and competition, the company needs to continue to increase capital investment in new product R & D, material research, management innovation and technological transformation.
(IV) reasons for the low level of cash dividends of the company
The company's 2021 profit distribution plan is made on the premise of ensuring the company's normal capital demand, based on the company's current financial situation and fully considering the company's current operation and long-term development needs. The retained profits are to meet the company's future sustainable development needs, which will be more conducive to the improvement of the company's value and return to shareholders.
(V) the exact purpose of retained undistributed profits and the estimated income of the company
The company plans to use part of the retained undistributed profits in 2021, on the one hand, to supplement part of the capital investment required for business development, on the other hand, to supplement the daily operating capital needs such as working capital, so as to further support the development of the company's main business, meet the needs of the company's production and operation, and ensure the steady operation and sustainable and stable development of the company. In the future, the company will always pay attention to the return to investors in the form of cash dividends, and actively implement the company's profit distribution policy in strict accordance with relevant laws and regulations and the articles of association, comprehensively considering various factors related to profit distribution, and from the perspective of conducive to the long-term development of the company and maximizing the return of investors, Share the achievements of the company's development with the majority of investors.
3、 Decision making procedures performed by the company
(I) deliberation and voting at the board meeting
The company held the 21st Meeting of the 6th board of directors on March 11, 2022. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was considered and approved by 7 votes in favor, 0 votes against and 0 abstentions, and the plan for profit distribution and conversion of capital reserve into share capital was agreed, And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The company's 2021 profit distribution and conversion of capital reserve into share capital plan are made based on the company's current financial situation and full consideration of the company's current operation and long-term development. They comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and can ensure the reasonable return of shareholders and take into account the sustainable development of the company, In line with the overall and long-term interests of shareholders, we agree to the company's 2021 profit distribution and capital reserve conversion to share capital plan, and agree to submit the proposal to the general meeting of shareholders for deliberation. (III) opinions of the board of supervisors
The company's 2021 profit distribution and capital reserve conversion to share capital plan fully considers various factors such as the company's profitability, cash flow status and capital demand, and performs the review procedures in strict accordance with the decision-making procedures on cash dividends in the articles of association, which is conducive to the sustainable development of the company and the reasonable return needs of shareholders, There is no situation that damages the interests of the company and shareholders.
4、 Relevant risk tips
1. The profit distribution and the conversion of capital reserve into share capital plan have no significant adverse impact on the company's earnings per share, cash flow and production and operation, and will not affect the company's normal operation and long-term development.
2. The profit distribution plan and the plan of converting capital reserve into share capital can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval. Please pay attention to the investment risks.
It is hereby announced.
Avic Heavy Machinery Co.Ltd(600765) board of directors March 14, 2022
