Securities code: Sinomag Technology Co.Ltd(300835) securities abbreviation: Sinomag Technology Co.Ltd(300835) Announcement No.: 2021012
Sinomag Technology Co.Ltd(300835)
Announcement on the 2021 profit distribution plan and the plan of converting reserve fund into share capital
The company and all directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
Sinomag Technology Co.Ltd(300835) (hereinafter referred to as "the company") held the 14th meeting of the 5th board of directors on March 14, 2022, deliberated and adopted the plan on profit distribution and conversion of provident fund into share capital in 2021. The specific conditions of the plan are hereby announced as follows:
1、 Basic information of profit distribution and plan of converting accumulation fund into share capital
(I) specific conditions
Audited by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 was 13101091901 yuan. As of December 31, 2021, the cumulative undistributed profit in the consolidated statements of the company was 52622938081 yuan and the capital reserve was 29766024829 yuan; At the end of the year, the accumulated undistributed profit of the parent company was 27213697060 yuan and the capital reserve was 3 Gansu Engineering Consulting Group Co.Ltd(000779) 0585 yuan. The profit distribution plan for 2021 is hereby formulated as follows:
Based on the company's existing total share capital of 70670000 shares, a cash dividend of RMB 2 (including tax) will be distributed for every 10 shares. It is estimated that a total of RMB 1413400000 will be distributed in cash. At the same time, 7 shares will be transferred to all shareholders with capital reserve for every 10 shares. After the transfer, the company's total share capital will be increased to 120139000 shares without bonus shares. The remaining undistributed profits are carried forward and distributed in subsequent years.
If the share capital of the company changes during the period from the disclosure of the distribution plan to the implementation, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged.
This plan will be submitted to the general meeting of shareholders for deliberation, and the general meeting of shareholders will authorize the board of directors to change the articles of association according to the registered capital after the implementation of the plan for profit distribution and conversion of provident fund into share capital in 2021.
(II) compliance and rationality of profit distribution plan
The profit distribution plan of the company complies with the provisions of the company law, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other laws and regulations and the articles of association, On the premise of ensuring the normal operation and long-term development of the company, the cash dividend scheme fully considers the reasonable interests of the majority of investors, conforms to the company's profit distribution policy and is conducive to all shareholders to share the operating results of the company's growth. The implementation of the above profit distribution scheme will not cause the shortage of working capital or other adverse effects of the company, and conforms to the company's strategic planning and development expectations.
(III) matching between profit distribution plan and the company's growth
In view of the actual operation and profitability of the company and the good expectation for the future development of the company, on the premise of conforming to the company's profit distribution policy and ensuring the normal operation and long-term development of the company, this profit distribution plan fully considers the interests and reasonable demands of the majority of investors, matches the company's business performance and future development, and is in line with the expansion of the company's business scale The actual situation of the continuous growth of the main business. The implementation of the plan will not cause the shortage of working capital or other adverse effects of the company, is conducive to the majority of investors to participate in and share the operating results of the company's development, and takes into account the immediate and long-term interests of shareholders.
2、 Opinions of independent directors
The independent directors believe that the company's 2021 profit distribution plan and the plan for converting provident fund into share capital match the company's performance growth, meet the needs of the company's actual business and future development, and have legitimacy, compliance and rationality. We unanimously agreed to the plan for profit distribution and conversion of provident fund into share capital in 2021, and agreed that the board of directors would submit the plan to the general meeting of shareholders of the company for deliberation.
3、 Opinions of the board of supervisors
In view of the continuous expansion of the company's business scale and the long-term interests of the company, the supervisors believe that in 2021, in order to ensure the continuous development of the company's business and the long-term interests of the company, the board of supervisors believes that under the premise of the continuous expansion of the company's profit distribution plan and the long-term interests of the company, the board of supervisors believes that, Comply with the provisions of the company law and the articles of association, and have legitimacy, compliance and rationality.
4、 Risk tips
The profit distribution plan and the plan of converting accumulation fund into share capital still need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Please pay attention to the investment risks.
5、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the 5th board of directors.
Sinomag Technology Co.Ltd(300835) board of directors March 15, 2022
