Securities code: China Railway Signal & Communication Corporation Limited(688009) securities abbreviation: China Railway Signal & Communication Corporation Limited(688009) Announcement No.: 2022014 China Railway Signal & Communication Corporation Limited(688009)
Announcement of 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
The company plans to pay a cash dividend of RMB 0.17 per share (including tax). The company does not give bonus shares and does not transfer capital reserve to increase.
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, it is proposed to maintain the distribution amount per share unchanged, adjust the total distribution accordingly, and make a separate announcement on the specific adjustment.
1、 Contents of profit distribution plan
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s distributable profit was RMB 1.825 billion. After deliberation and approval at the 2nd meeting of the 4th board of directors, the company plans to distribute profits based on the total share capital registered on the equity registration date of equity distribution in 2021. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of RMB 1.70 (including tax) to all shareholders for every 10 shares, including domestic shareholders in RMB and H-share shareholders in Hong Kong dollars. The exchange rate of Hong Kong dollars is converted at the average closing price of relevant foreign exchange published by the people’s Bank of China three working days before the date of dividend announcement. As of December 31, 2021, the total share capital of the company is 10589819000 shares. Based on this calculation, the total amount of cash dividends to be distributed is RMB 1.8 billion (including tax), accounting for 54.98% of the company’s net profit attributable to shareholders of Listed Companies in 2021. In 2021, the company did not give bonus shares and did not transfer capital reserve to increase.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution amount per share unchanged, adjust the total distribution accordingly, and make a separate announcement on the specific adjustment.
This plan needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 2nd meeting of the 4th board of directors on March 25, 2022, with 7 votes
The company’s profit distribution plan for 2021 was approved with 0 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to submit the profit distribution plan to the company’s 2021 annual general meeting for deliberation.
(II) opinions of independent directors
All independent directors believe that the profit distribution plan complies with the relevant requirements of the articles of association, takes into account the current profitability, capital demand and future development investment of the company, and there is no damage to the interests of shareholders, which is conducive to the sustainable and stable development of the company. The voting procedure is open and transparent, and the deliberation procedure complies with the provisions of laws, regulations and the articles of association. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
The board of supervisors believes that the profit distribution plan takes into account the company’s financial situation and long-term development, does not harm the interests of shareholders, and is conducive to the sustainable and stable development of the company. The voting procedure is open and transparent, and the deliberation procedure complies with the provisions of laws, regulations and the articles of association. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
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 can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. It is hereby announced.
China Railway Signal & Communication Corporation Limited(688009) board of directors March 28, 2022
