Securities code: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022055 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on the implementation of equity distribution in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as "the company") the 2021 annual equity distribution plan has been deliberated and approved at the 2021 annual general meeting of shareholders of the company held on March 14, 2022;
2. The implementation of the distribution plan is less than two months from the deliberation and approval of the general meeting of shareholders;
3. 298500 shares in the company's special securities repurchase account do not participate in this equity distribution. The actual number of shares participating in this distribution is 175842666 shares, the total actual dividend is 3516853320 yuan, and 52752799 shares are actually increased.
4. After the equity distribution plan is implemented, the cash dividend per 10 shares converted according to the total share capital of the company = the total actual cash dividend / the total share capital of the company before ex rights × 10=35,16853320÷176141,166 × 10 = 1996611 yuan; Converted according to the total share capital of the company, the number of converted shares per 10 shares = the total number of actual converted shares this time / the total share capital of the company before ex rights × 10=52,752799÷176141,166 × 10 = 2994916 shares; Ex right and ex dividend reference price = (closing price on the day before ex right and ex dividend date - cash dividend per 10 shares ÷ 10) ÷ (1 + proportion of converted capital stock per 10 shares ÷ 10) = (closing price on the day before ex right and ex dividend date - 01996611) ÷ (1 + 02994916).
5. The exercise of stock options under the 2020 equity incentive plan of the company shall be suspended from the date of application for equity distribution to the date of equity registration.
1、 The general meeting of shareholders deliberated and approved the profit distribution and capital reserve conversion to share capital scheme
The equity distribution plan approved by the 2021 annual general meeting of shareholders of the company: Based on the total share capital of 176130503 shares of the company as of December 31, 2021, cash dividends of RMB 2.00 (tax included) will be distributed to all shareholders for every 10 shares, with a total cash dividends of RMB 3522610060 (tax included); Based on the total share capital of 176130503 shares of the company as of December 31, 2021, 3 shares will be added to all shareholders with capital reserve for every 10 shares. If the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, the company will adjust the total amount of distribution and the amount of conversion according to the principle of unchanged distribution proportion.
From December 31, 2021 to the application date of this equity distribution, the company has 10663 stock options to exercise, and the total share capital has increased to 176141166 shares; According to the company law of the people's Republic of China, 298500 shares of the company held by the company through the repurchase account are not entitled to participate in profit distribution and the conversion of capital reserve into share capital.
The equity distribution plan implemented this time is consistent with the distribution plan approved by the general meeting of shareholders and its adjustment principle. The company adjusts it according to the principle of unchanged distribution proportion. The adjusted equity distribution plan for 2021 is: 175842666 shares of the company's total existing share capital excluding 298500 shares repurchased, 2000000 yuan in cash for every 10 shares to all shareholders (tax included; after tax deduction, QFII, rqfii and individuals holding pre IPO restricted shares and securities investment funds will pay 1800000 yuan for every 10 shares; the individual dividend tax on post IPO restricted shares, equity incentive restricted shares and unlimited tradable shares will be levied at a differentiated tax rate, and the company will not withhold individual income tax temporarily. When individuals transfer shares, it will be calculated according to their holding period Tax amount [note]; The bonus tax involved in securities investment funds holding post IPO restricted shares, equity incentive restricted shares and non tradable shares will be levied at 10% on the fund units held by Hong Kong investors and at a differentiated tax rate on the fund units held by mainland investors). At the same time, 3000000 shares will be added to all shareholders for every 10 shares with capital reserve.
[Note: according to the principle of first in, first out, the shareholding period is calculated by the investor's securities account. If the shareholding is within 1 month (including 1 month), RMB 0400000 shall be paid for every 10 shares; if the shareholding is more than 1 month to 1 year (including 1 year), RMB 0200000 shall be paid for every 10 shares; if the shareholding is more than 1 year, no tax shall be paid.]
Before the dividend, the total share capital of the company was 176141166 shares, and after the dividend, the total share capital increased to 228893965 shares.
2、 Equity registration date and ex dividend date
The registration date of this equity distribution is March 22, 2022, and the ex right and ex interest date is March 23, 2022.
3、 Equity distribution object
The objects of this distribution are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "CSDCC Shenzhen Branch") after the closing of Shenzhen Stock Exchange on the afternoon of March 22, 2022.
4、 Equity distribution method
（1） The converted shares were directly recorded into the shareholder's securities account on March 23, 2022. For the part less than one share generated in the process of share conversion, one share shall be distributed to the shareholders in order of the mantissa after the decimal point (if the mantissa are the same, it shall be distributed by the system in random order among those with the same mantissa) until the actual total number of shares converted is consistent with the total number of shares converted this time.
（2） The cash dividends of A-share shareholders entrusted by the company to CSDCC Shenzhen Branch will be directly transferred to their capital account through shareholder custody securities companies (or other custody institutions) on March 23, 2022.
（3） The cash dividends of the following A-share shareholders shall be distributed by the company itself:
Serial number shareholder account number shareholder name
1 02 3 Jing Shiping
2 08 0 Shenzhen hengshida Investment Co., Ltd
4 00 2 Jing Jingping
5 02 0 JINGJIANG
During the application period of equity distribution business (application date: March 15, 2022 to registration date: March 22, 2022), if the cash dividend entrusted to China Clearing Shenzhen Branch is insufficient due to the reduction of shares in the securities account of the shareholders, all legal liabilities and consequences shall be borne by our company.
5、 The starting trading date of the tradable shares transferred this time with no sale conditions is March 23, 2022.
6、 Statement of changes in shares
Nature of shares before this change and after this change
Number of shares (shares) in total share capital number of shares (shares) number of shares (shares) in total share capital
Shares with limited sales conditions 5852525933.23% 175575777608283633.24%
Shares without sale conditions 11761590766.77% 3519522215281112966.76%
Total number of shares 176141166100.00% 52752799228893965100.00%
7、 After the share conversion, the net income per share of the company in 2021 is 0.14 yuan / share based on the diluted share capital of 228893965 shares after ex rights.
8、 Adjust relevant parameters
(I) since the company does not enjoy the right of profit distribution by repurchasing the shares in the special securities account, the total actual cash dividends of the company this time = 175842666 × 2 ÷ 10 = 3516853320 yuan, actual converted share capital = 175842666 × 3 ÷ 10 = 52752799 shares. When calculating the ex dividend price after the implementation of this equity distribution, the cash dividend for every 10 shares shall be calculated at 1996611 yuan / share (cash dividend for every 10 shares = total cash dividend / total share capital before ex dividend) × 10=35,1685332÷176141,166 × 10 = 1996611 yuan / share); The proportion of every 10 shares converted into share capital shall be calculated as 2994916 shares (the proportion of every 10 shares converted into share capital = the actual number of share capital converted into share capital / the total share capital before ex dividend) × 10=52,752799÷176141,166 × 10 = 2994916 shares); The ex right and ex dividend price after the implementation of dividend distribution and conversion of capital stock in 2021 shall be implemented in accordance with the above principles and calculation methods. The ex right and ex dividend reference price = (closing price on the day before ex right and ex dividend date - cash dividend per 10 shares ÷ 10) ÷ (1 + proportion of converted capital stock per 10 shares ÷ 10) = (closing price on the day before ex right and ex dividend date - 01996611) ÷ (1 + 02994916).
(II) price and quantity adjustment of repurchased shares of the company
According to the company's share repurchase plan, from the date when the repurchase plan is approved by the board of directors to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, share reduction and other ex rights and ex interests matters, after the implementation of this equity distribution, The company adjusted the price and quantity of repurchased shares in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Securities Exchange. Please pay attention to the company's subsequent announcements for specific circumstances.
(III) quantity and price adjustment of stock options
According to the company's 2020 stock option and restricted stock incentive plan (Revised Draft), after the implementation of this equity distribution, the company will adjust the number of stock options and exercise price accordingly, and the company will perform the review procedures in accordance with relevant regulations. Please pay attention to the subsequent announcements of the company for specific conditions.
9、 Advisory body
Consultation address: No. 1568, Taji Road, Shipai, Kunshan City, Jiangsu Province
Contact: Jing Jingping
Tel: 051257655668
Fax: 051236828275
10、 Documents for future reference
（1） Resolution of the 25th meeting of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) the second board of directors
（2） Resolution of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) 2021 annual general meeting of shareholders
（3） Documents of CSDCC Shenzhen Branch on the specific implementation time of the confirmation scheme
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
March 17, 2022
