Stock Code: convertible bond No.: 128022
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Announcement on 2021 profit distribution 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.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors on March 23, 2022, deliberated and adopted the proposal on reviewing the profit distribution plan in 2021, which can be implemented only after being submitted to the 2021 general meeting of the company for deliberation and approval. The basic information of the distribution plan is hereby announced as follows:
1、 Contents of 2021 profit distribution plan
Audited by Zhongshen Zhonghuan 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 is 5496800510 yuan, plus the undistributed profit of 80355950892 yuan at the beginning of the year, deducting 432351491 yuan of legal surplus reserve withdrawn in accordance with the company law and the articles of association, minus 3479524750 yuan of common stock dividends distributed in the reporting period, The profit available for distribution to shareholders in the consolidated statements at the end of the year was 81940875161 yuan.
In 2021, the parent company realized a net profit of 4323514914 yuan, plus the undistributed profit of 10469 Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) yuan at the beginning of the year, deducting 432351491 yuan of legal surplus reserve withdrawn in accordance with the company law and the articles of association, minus 3479524750 yuan of common stock dividends distributed in the reporting period, and the profit available for distribution to shareholders of the parent company at the end of the year was 10881241973 yuan.
According to the principle of the lower one between the parent company and the consolidated statement data, the company’s profit available for distribution to shareholders in 2021 is 10881241973 yuan. According to the actual operation of the company and in combination with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and in view of the possible changes in share capital caused by the conversion of “Zhongxing convertible bonds” before the implementation of the profit distribution plan, the company plans to implement the profit distribution plan in 2021 on the principle of unchanged distribution proportion, Based on the total share capital on the date of equity registration (deducting the repurchased shares in the special repurchase account), a cash dividend of 1.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, and the remaining undistributed profits will be carried forward to the next year. No bonus shares will be given this year, and no provident fund will be converted into share capital.
2、 Decision making procedure of this profit distribution plan
(I) deliberations of the board of directors
The 12th meeting of the 4th board of directors of the company deliberated and adopted the proposal on the review of the profit distribution plan in 2021 by 9 votes in favor, 0 against, 0 abstention and 0 withdrawal.
The board of Directors believes that the profit distribution plan for 2021 is in line with the company’s strategic planning and development expectations. It is proposed on the premise of ensuring the normal operation and long-term development of the company and fully considering the reasonable demands and investment returns of investors. The implementation of the plan will not cause the shortage of working capital or other adverse effects of the company. This profit distribution plan complies with the provisions of the company law, accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC; Comply with the provisions on cash dividends in the articles of association and the shareholder dividend return plan for the next three years (20192021); Comply with the profit distribution policy, profit distribution plan, long-term return plan of shareholders and relevant commitments made by the company; It meets the needs of the company’s future business development and has legitimacy, compliance and rationality. The independent directors of the company expressed their independent opinions with explicit consent and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
All supervisors agreed that the 2021 profit distribution plan formulated by the board of directors of the company considered both the reasonable return on investment to investors and the sustainable development of the company. They agreed to pass the proposal and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of independent directors
The independent directors believe that the company’s profit distribution plan for 2021 complies with the provisions of the company law and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, as well as the requirements for profit distribution and cash dividends in the articles of association and the return plan for shareholders’ dividends in the next three years (20192021).
We believe that the profit distribution plan is formulated on the basis of the operating performance in 2021, taking into account the reasonable demands of investors and the capital needs of the company’s sustainable development. There is no damage to the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors, which is conducive to cultivating investors’ long-term support and confidence in investing in the company.
Therefore, we agree with the profit distribution plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Relevant risk tips
The profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Please pay attention to and pay attention to the investment risks.
It is hereby announced
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) board of directors March 23, 2022
