Securities code: Shanghai Action Education Technology Co.Ltd(605098) securities abbreviation: Shanghai Action Education Technology Co.Ltd(605098) Announcement No.: 2022006 Shanghai Action Education Technology Co.Ltd(605098)
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:
Cash dividend of 1.50 yuan per share (including tax).
Increase 4 shares for every 10 shares to all shareholders with capital reserve.
The profit distribution is 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 before the equity registration date of equity distribution, the distribution proportion per share shall remain unchanged, the total amount of distribution shall be adjusted accordingly, and the specific adjustment will be announced separately.
1、 Contents of profit distribution plan
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the net profit attributable to the listed company in 2021 was 170806670 yuan, and the net profit in the consolidated statements was 17297233921 yuan; As of December 31, 2021, the distributable profit of the parent company is 33063739868 yuan, and the balance of capital reserve is 50219298176 yuan; The accumulated undistributed profit in the consolidated statements is 43481003561 yuan, and the balance of capital reserve is 50272356709 yuan. According to the resolution of the board of directors, the company plans to distribute profits and increase share capital in 2021 based on the total share capital registered on the date of equity distribution. The profit distribution plan is as follows: the company plans to distribute a cash dividend of 1.50 yuan per share (including tax) to all shareholders. As of December 31, 2021, the total share capital of the company is 84341857 shares. Based on this calculation, the total cash dividend to be distributed is 12651278550 yuan (including tax), accounting for 73.64% of the company’s net profit attributable to shareholders of Listed Companies in 2021. At the same time, the company plans to increase the capital reserve by 4 shares for every 10 shares to all shareholders. Based on this calculation, the increase in share capital this time is 33736743 shares. After this increase, the total share capital of the company is 118078600 shares (the increase in share capital is obtained by rounding according to the actual calculation results, and the final increase shall be subject to the actual increase of China Securities Depository and Clearing Co., Ltd.).
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 / share incentive grant share repurchase and cancellation / major asset restructuring share repurchase and cancellation, the company will 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.
The profit distribution plan needs to be submitted to the general meeting of shareholders for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the fifth meeting of the Fourth Board of directors on March 15, 2022. After deliberation by all directors, the proposal on the 2021 annual profit distribution plan was adopted by 7 votes in favor, 0 against and 0 abstention, and agreed to submit the plan to the general meeting of shareholders for deliberation; According to the deliberation results of the 2021 annual profit distribution plan at the 2021 annual general meeting, the shareholders’ meeting is proposed to adopt the relevant resolutions of “the increase of the company’s registered capital caused by the implementation of the 2021 annual profit distribution plan, agree to modify the corresponding provisions of the articles of association, and handle the relevant industrial and commercial registration procedures such as the change of registered capital”.
(II) opinions of independent directors
The independent directors believe that the company’s annual profit distribution plan for 2021 complies with the relevant provisions of the articles of association, and takes full account of the company’s current profitability, cash flow, business development needs, capital needs and other factors. At the same time, it can ensure the reasonable return of shareholders and is conducive to the healthy, sustainable and stable development of the company.
In conclusion, the annual profit distribution plan of the company in 2021 was unanimously reviewed and submitted to the independent general meeting of shareholders.
(III) opinions of the board of supervisors
The board of supervisors believes that the annual profit distribution plan of the company in 2021 complies with the relevant provisions of the CSRC, Shanghai Stock Exchange and the articles of association on cash dividends of listed companies. The profit distribution plan meets the needs of the company’s production and operation, investment planning and long-term development, does not damage the legitimate rights and interests of minority shareholders, and is in line with the interests of the company and all shareholders. The decision-making procedure of the company’s annual profit distribution plan in 2021 is standardized and effective.
In conclusion, the board of supervisors agreed to the annual profit distribution plan for 2021.
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 general meeting of shareholders for deliberation and approval before implementation. Please pay attention to the investment risks.
It is hereby announced.
Shanghai Action Education Technology Co.Ltd(605098) board of directors March 17, 2022
