Securities code: Quakesafe Technologies Co.Ltd(300767) securities abbreviation: Quakesafe Technologies Co.Ltd(300767) Announcement No.: 2022008 bond Code: 123103 bond abbreviation: Zhen’an convertible bond
Quakesafe Technologies Co.Ltd(300767)
Announcement of 2021 profit distribution and capital reserve conversion 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.
Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company” or “the company”) the 13th meeting of the third board of directors was held on March 17, 2022. The meeting deliberated and approved the plan for profit distribution and conversion of capital reserve into share capital in 2021. The independent directors of the company expressed their independent opinions on this matter, and this proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Contents of profit distribution plan
Audited by ShineWing certified public accountants, the company’s net profit attributable to the shareholders of the listed company in 2021 was 8746486470 yuan. As of December 31, 2021, the company’s undistributed profit available for distribution to shareholders was 53150436085 yuan. On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in order to continuously repay shareholders and share the operating results of the company’s development with all shareholders, according to the relevant provisions of the company law and the articles of association, the plan for profit distribution and conversion of capital reserve into share capital in 2021 is proposed as follows:
(I) the company plans to distribute a cash dividend of 0.90 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 202170726 shares, which is used to calculate the total cash dividend to be distributed
1819536534 yuan (including tax). The company’s cash dividend accounts for 20.80% of the net profit attributable to the company’s shareholders in the current year. The company will not give bonus shares this year.
(II) as of December 31, 2021, the company’s capital reserve was 39893424028 yuan. In order to further increase the company’s registered capital to cope with the development of the company’s future business (meet the minimum requirements for bidding registered capital of relevant projects), the company plans to use the capital reserve to increase 2 shares for every 10 shares to all shareholders, with a total of 40434145 shares (4043414520 yuan), and the balance of capital reserve is 3585 C.Q.Pharmaceutical Holding Co.Ltd(000950) 8 yuan.
According to the provisions of the Shenzhen Stock Exchange GEM Listing Rules and the prospectus for Quakesafe Technologies Co.Ltd(300767) issuing convertible corporate bonds to unspecified objects, the convertible corporate bonds will be converted from September 22, 2021 to March 11, 2027. After the board of directors deliberates the profit distribution plan and before the implementation, 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 distribution proportion shall be adjusted based on the total share capital of the company on the equity registration date when the distribution plan is implemented in the future.
2、 Relevant approval procedures and opinions
The above plans have been deliberated and approved at the 13th meeting of the third board of directors and the 10th meeting of the third board of supervisors held by the company on March 19, 2022, and need to be submitted to the general meeting of shareholders of the company for deliberation.
(I) opinions of the board of directors
The board of Directors believes that the company’s 2021 profit distribution and capital reserve converted into share capital plan comply with the relevant provisions of 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, the articles of association and the company’s plan for shareholders’ dividend return in the next three years (20202022), and take full account of the company’s actual profitability As well as the future investment needs of all shareholders and the comprehensive return of all shareholders. We agree to submit the plan for profit distribution and conversion of capital reserve into share capital in 2021 to the general meeting of shareholders of the company for deliberation.
(II) independent opinions of independent directors
The profit distribution plan for 2021 formulated by the board of directors of the company fully considers the development stage of the company, the current actual financial situation, profitability and future development plan of the company. The profit distribution plan complies with the provisions of relevant laws and regulations such as the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the profit distribution policies stipulated in the articles of association and the company’s plan for shareholders’ dividend return in the next three years (20202022). There is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders.
(III) opinions of the board of supervisors
The board of supervisors believes that the company’s 2021 profit distribution and capital reserve conversion plan conforms to the actual situation of the company, fully considers the sustainable development and capital needs of the company, as well as the long-term interests of all shareholders, conforms to the provisions of relevant laws and regulations and the articles of association, and does not damage the interests of the company and all shareholders.
3、 Relevant risk tips and instructions
(I) this profit distribution plan and the plan for converting capital reserve into share capital comprehensively consider the company’s current development stage, future capital demand, future business development and other factors, and will not have a significant impact on the company’s operating cash flow and normal operation.
(II) the profit distribution plan and the plan of converting capital reserve into share capital can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval. Please pay attention to the investment risks.
(III) before the disclosure of the profit distribution and capital reserve conversion plan, the company strictly controlled the scope of insiders, and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders to prevent the disclosure of insider information.
4、 Documents for future reference
(I) resolution of the 13th meeting of the third board of directors of the company;
(II) resolution of the 10th meeting of the third board of supervisors of the company;
(III) independent opinions of the company’s independent directors on matters related to the 13th meeting of the third board of directors.
It is hereby announced.
Quakesafe Technologies Co.Ltd(300767) board of directors March 19, 2022
