Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
Securities code: Guangzhou Tinci Materials Technology Co.Ltd(002709) securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2022022 Guangzhou Tinci Materials Technology Co.Ltd(002709)
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.
Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as "the company") held the 27th meeting of the 5th board of directors on March 18, 2022, deliberated and approved the proposal for profit distribution and conversion of capital reserve into share capital in 2021, which must be submitted to the general meeting of shareholders of the company for deliberation. The relevant information of the plan is hereby announced as follows:
1、 Basic information of high-speed transmission scheme
(I) specific contents of the high-tech transfer scheme proposer: the reasons for the proposal of the board of directors:
According to the 2021 audit report issued by Zhitong Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 is 105318384525 yuan. According to the provisions of the company law and the articles of association, 10531838453 yuan of legal accumulation fund was withdrawn, plus 75877956197 yuan of undistributed profit at the beginning of the year. After deducting 48931080951 yuan of profit distribution plan in 2020, the undistributed profit at the end of 2021 was 121733421318 yuan.
Based on the current equity structure of the company, combined with the actual operating profit and capital reserve of the company in 2021 and the good expectation of the company's future development, in order to repay all shareholders and share the company's operating results with all shareholders, in accordance with relevant laws and regulations, the articles of Association and the relevant provisions of the company's shareholder dividend return plan for the next three years (20202022), in line with the principle of profit distribution On the premise of ensuring the normal operation and long-term development of the company, the plan for profit distribution and conversion of capital reserve into share capital of the company in 2021 is put forward.
Bonus shares (shares) dividend (yuan) conversion of accumulation fund into share capital (shares)
0.5 per ten shares (tax included) 10
Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
Based on the total number of distributable shares on the equity registration date when the profit distribution plan of 2021 is implemented, a cash dividend of 5 yuan (including tax) for every 10 shares will be distributed to all shareholders without bonus shares; At the same time, 10 shares for every 10 shares shall be converted to all shareholders by converting capital reserve into share capital.
If the total number of distributable shares between the disclosure of this plan and the equity registration date of equity distribution changes due to prompt reasons such as share repurchase, equity incentive exercise, implementation of employee stock ownership plan, refinancing and listing of new shares, the total number of distributable shares on the equity registration date when the distribution plan is implemented in the future shall be taken as the base, For profit distribution, the total amount of distribution shall be adjusted accordingly according to the principle of unchanged distribution proportion per share, and the total amount of capital reserve shall be adjusted accordingly according to the principle of unchanged increase proportion per share.
(II) legality and compliance of high-speed transfer scheme
This plan complies with the company law, the accounting standards for business enterprises, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant provisions, as well as the profit distribution policy, profit distribution plan, long-term return plan of shareholders and relevant commitments made by the company, Full consideration is given to the reasonable investment return to the majority of investors, which is conducive to sharing the operating results of the company's growth with all shareholders, and has legitimacy and compliance.
The amount of capital reserve converted into share capital this time does not exceed the balance of "capital reserve - share capital premium" at the end of the reporting period. The implementation of this plan will not cause the company's shortage of working capital or other significant adverse effects.
(III) matching with the growth of the company
From 2019 to 2021, the net profits attributable to shareholders of Listed Companies in the same period were 1631967603 yuan, 53287148805 yuan and 220833717626 yuan respectively, all maintaining a sustained growth, with a compound growth rate of 106326%. The company's net profit attributable to shareholders of Listed Companies in 2021 was 2208337200 yuan, a year-on-year increase of 314.42%, and the basic earnings per share was 2.35 yuan. After the implementation of the scheme of increasing 10 shares per 10 shares, the earnings per share in 2021 became 1.16 yuan, higher than 0.2 yuan.
Therefore, the plan complies with item (I) of article 6.5.12 of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, "the net profit in the same period of the last two years has continued to grow, and the share transfer ratio per share shall not be higher than the compound growth rate of the net profit of Listed Companies in the same period of the last two years". At the same time, the company does not have article 6.5.13 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which stipulates that "the net profit in the reporting period is negative and the net profit has decreased by more than 50% year-on-year
Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
Or if the earnings per share after share transfer is less than 0.2 yuan, the relevant circumstances of the "high transfer scheme" shall not be disclosed.
This plan is based on the actual operation and profitability of the company in 2021, as well as the expectation and strategic planning for the future development prospect of the company. On the premise of ensuring the normal operation and long-term development of the company, the plan fully considers the interests and reasonable demands of the majority of investors, especially small and medium-sized investors, and is put forward to actively repay all shareholders. It is in line with the company law The articles of association and the company's shareholder dividend return plan for the next three years (20202022) and other relevant provisions have legitimacy, compliance and rationality, take into account the immediate and long-term interests of shareholders, and match the company's operating performance and future development.
2、 Shareholding changes of the proposing shareholders, controlling shareholders and their persons acting in concert, Dong Jiangao (hereinafter referred to as relevant shareholders) and the lifting of restrictions on restricted shares held by them
1. Relevant shareholders of the company have no share changes within three months before the disclosure of this plan.
2. The relevant shareholders of the company have no reduction plan in the three months after the disclosure of this plan and the next four to six months.
3. The relevant shareholders of the company did not have the expiration of the sales restriction period of the restricted shares held in the three months before and after the disclosure of this plan.
3、 Relevant risk tips
1. In this plan, the conversion of capital reserve to share capital has no material impact on the return on net assets and the shareholding ratio of investors during the reporting period. Assuming that the total number of distributable shares on the equity registration date is consistent with the company's existing total share capital when the profit distribution plan for 2021 is implemented, after the implementation of this plan, the company's total share capital will increase from 959825277 shares to 1919650554 shares. Based on the dilution of new share capital, the company's basic earnings per share and net assets per share in 2021 are 1.16 yuan / share and 3.73 yuan / share.
2. This plan needs to be submitted to the company's 2021 annual general meeting for deliberation, and the deliberation results are uncertain. Please invest rationally and pay attention to investment risks.
4、 Other instructions
Prior to the disclosure of this plan, the company strictly controlled the scope of insiders of inside information, and performed the obligation of confidentiality and prohibition of insider trading for relevant insiders, and filed and registered them.
Guangzhou Tinci Materials Technology Co.Ltd(002709) Guangzhou Tinci Materials Technology Co.Ltd(002709) ）
Documents for future reference: 1. Resolution of the 27th meeting of Guangzhou Tinci Materials Technology Co.Ltd(002709) the 5th board of directors; 2. Resolution of the 20th meeting of Guangzhou Tinci Materials Technology Co.Ltd(002709) the 5th board of supervisors; 3. Independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors of the company. It is hereby announced.
Guangzhou Tinci Materials Technology Co.Ltd(002709) board of directors March 22, 2022
