Statement
All directors, supervisors and senior managers of the company promise that there are no false records, misleading statements or major omissions in this prospectus and its abstract, and guarantee the authenticity, accuracy and completeness of the information disclosed. The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) ensure that the financial and accounting reports in the statement of allotment and its abstract are true and complete.
Any decision made by the China securities regulatory authority and other government departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the securities issued by the company or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law of the people's Republic of China, after the securities are issued according to law, the company shall be responsible for the changes in the operation and income of the company, and the investors shall be responsible for the investment risks caused by the changes. If investors have any questions about this prospectus and its abstract, they should consult their own stockbroker, lawyer, accountant or other professional consultants.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapter on risk factors in this share allotment manual. 1、 Main scheme of this allotment
This allotment is based on the total number of shares after the closing of the stock market on the equity registration date (equity allotment registration date) of the implementation of this allotment scheme, and is allotted to all shareholders in the proportion of 3 shares per 10 shares. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Before the implementation of this share allotment, if the total share capital of the company changes due to the company's share offering, conversion and other reasons, the number of shares allotted shall be adjusted accordingly according to the total share capital after the change.
The price of this allotment is 6.80 yuan / share.
This allotment of shares adopts the method of selling on a commission basis. Zhejiang Financial Holding Co., Ltd., the controlling shareholder of the company, has promised to fully subscribe for the available allotment shares determined according to the allotment plan in cash according to the determined allotment price and allotment proportion according to the number of shares held after the closing of the market on the registration date of the allotment.
The accumulated undistributed profits of the company before the allotment shall be enjoyed by all shareholders after the allotment according to their shareholding ratio. 2、 Dividend distribution policy and cash dividend of the company
(I) dividend distribution policy
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the notice on further implementing matters related to cash dividends of listed companies, in order to further strengthen the company's cash dividends and comprehensive risk management, the 10th meeting of the first board of directors of the issuer The second extraordinary general meeting of shareholders in 2015 deliberated and approved the proposal on the planning of shareholders' dividend return in the next three years after the company's listing. The third meeting of the third board of directors of the issuer and the 2019 annual general meeting of shareholders deliberated and adopted the proposal on the planning of shareholders' dividend return in the next three years (20202022). At the same time, according to the current effective articles of association of the issuer, the dividend distribution system of the issuer is as follows:
1. Dividend distribution principle
In strict accordance with the provisions on profit distribution in the articles of association, the company distributes according to the proportion of shares held by each shareholder in accordance with the principle of "the same shares, the same rights and the same interests". The company implements a sustained and stable profit distribution policy, attaches importance to the reasonable return on investment to investors and takes into account the long-term development of the company.
The company may distribute profits in cash, stock, or a combination of cash and stock, or in other ways permitted by laws and regulations. The company shall choose a cash dividend policy that is conducive to the shareholders to share the company's growth and development achievements and obtain a reasonable return on investment in combination with the development stage, capital demand and other factors.
The company gives priority to the profit distribution policy of cash dividend, that is, if the company makes profits in the current year and the accumulated undistributed profits are positive, and there are distributable profits after making up losses and withdrawing various accumulation funds and reserves according to law, the company shall make cash dividend; The profit distribution of the company shall not exceed the scope of accumulated distributable profits. The accumulated profits distributed in cash in three consecutive fiscal years shall not be less than 30% of the distributable profits in the three fiscal years. The company generally distributes profits according to the year; On the premise of conforming to the principle of profit distribution and meeting the conditions of cash dividend, the company can carry out medium-term cash dividend. If the company grows rapidly and the board of Directors considers that the stock price of the company does not match the size of the company's share capital, it can put forward a stock dividend distribution plan after meeting the above cash dividend distribution and comprehensively considering the growth of the company, the dilution of net assets per share and other factors.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
(3) If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%;
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
2. Procedure for formulating profit distribution plan
The specific dividend distribution plan of the company shall be proposed by the board of directors of the company. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held. In case of delay in distribution, the board of directors of the company shall timely disclose the reasons for the delay.
On the basis of demonstrating the conditions and proportion of profit distribution, the development stage of the company and the arrangement of major capital expenditure, the board of directors formulates a clear shareholder return plan every three years, and formulates the current profit distribution plan on the basis of carefully studying and demonstrating the timing, conditions, minimum proportion and adjustment conditions of the company's cash dividend. The profit distribution plan proposed by the board of directors shall be approved by more than half of all directors. Independent directors shall express independent opinions on the profit distribution plan and submit it to the general meeting of shareholders for deliberation and decision.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. When considering the profit distribution plan, the general meeting of shareholders shall communicate and contact with shareholders, especially small and medium-sized shareholders, and fully discuss and exchange the profit distribution plan. If the profit distribution plan of the current year is determined in accordance with the established cash dividend policy or the minimum cash dividend ratio, the profit distribution plan shall be approved by more than 1 / 2 of the voting rights held by the shareholders (including shareholders' agents) attending the shareholders' meeting.
If the company is unable to determine the profit distribution plan of the current year according to the established cash dividend policy or the minimum cash dividend proportion under special circumstances, it shall disclose the specific reasons and the clear opinions of independent directors in the periodic report, and make a special explanation on the purpose of the company's retained earnings and the expected investment income. The company's profit distribution plan for the current year shall be approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders, and the convenience of online voting shall be provided for the shareholders during the deliberation of the relevant general meeting of shareholders.
The board of supervisors shall supervise the implementation of the cash dividend policy and shareholder return plan by the board of directors, as well as the implementation of corresponding decision-making procedures and information disclosure. When the board of directors fails to strictly implement the cash dividend policy and shareholder return plan, fails to strictly implement the corresponding decision-making procedures for cash dividend, or fails to truthfully, accurately and completely disclose the cash dividend policy and its implementation, the board of supervisors shall express clear opinions and urge it to correct it in time.
3. Procedure for adjusting profit distribution plan
If the company needs to adjust the profit distribution policy according to the industry regulatory policy, its own business situation, investment planning and long-term development needs, or due to major changes in the external business environment or its own business situation, the adjusted profit distribution policy shall not violate relevant laws and regulations and the relevant provisions of the CSRC and the stock exchange, The proposal on adjusting the profit distribution policy shall be formulated by the board of directors in accordance with the company's operating conditions and relevant policies and regulations, and submitted to the general meeting of shareholders for deliberation.
The board of directors shall fully listen to the opinions of independent directors and conduct detailed demonstration in the process of formulating the proposal on adjusting profit distribution policy. The proposal to adjust the profit distribution policy proposed by the board of directors shall be approved by more than half of all directors, and the independent directors shall express their independent opinions.
The board of supervisors shall supervise the board of directors' adjustment of profit distribution policy. If the proposal on adjusting the profit distribution policy made by the board of directors damages the interests of minority shareholders, or does not comply with relevant laws and regulations or the relevant provisions of the CSRC and the stock exchange, the board of supervisors has the right to require the board of directors to correct it.
Before the general meeting of shareholders deliberates the proposal of adjusting the profit distribution policy, it shall communicate and contact with shareholders, especially small and medium-sized shareholders, fully discuss and communicate on the adjustment of the profit distribution policy, effectively protect the rights of social public shareholders to legally participate in the general meeting of shareholders, fully listen to the opinions and demands of small and medium-sized shareholders through telephone, e-interactive platform, e-mail and other means, and timely respond to the concerns of small and medium-sized shareholders. The proposal to adjust the profit distribution policy shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders' proxies) attending the shareholders' meeting, and the convenience of online voting shall be provided to the shareholders during the deliberation of the relevant shareholders' meeting.
4. Order of dividend distribution
According to the company law, securities law and other laws, regulations, normative documents and the relevant provisions of the articles of association, the after tax profits of the issuer shall be distributed in the following order:
(1) When distributing the after tax profits of the current year, the company shall withdraw 10% of the profits into the statutory reserve fund. If the cumulative amount of the company's statutory accumulation fund reaches more than 50% of the registered capital, it can no longer be withdrawn;
(2) If the company's statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph;
(3) The company withdraws 10% of the after tax profit from the annual after tax profit as a general risk reserve to cover losses;
(4) The company withdraws 10% of the after tax profit from the annual after tax profit as the trading risk reserve to make up for the losses of securities trading;
(5) After the company withdraws the statutory reserve fund from the annual after tax profit, it can withdraw the discretionary reserve fund from the after tax profit by resolution of the general meeting of shareholders;
(6) The remaining after tax profits of the company after making up losses and drawing reserve fund, general risk reserve and transaction risk reserve can be distributed according to the proportion of shares held by shareholders;
(7) According to the development needs of the company, special incentive funds for employees can be withdrawn.
If the general meeting of shareholders or the board of directors, in violation of regulations, distributes profits to shareholders before the company makes up for losses and withdraws statutory reserve funds, shareholders must return the profits distributed in violation of regulations to the company.
The shares of the issuer held by the company shall not participate in the distribution of profits.
(II) dividend distribution in recent three years
1. Profit distribution in 2018
On May 20, 2019, the company held the 2018 annual general meeting of shareholders, which deliberated and approved the 2018 profit distribution plan of the company. According to the proposal, the company's profit distribution plan for 2018 is: take the total share capital of the company before the implementation of the plan as the base, distribute cash dividends of RMB 0.70 (including tax) to all shareholders for every 10 shares, and distribute cash dividends of RMB 25123000000 in total. In July 2019, the company completed the profit distribution of 2018.
2. Profit distribution in 2019
On April 23, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the 2019 profit distribution plan of the company. According to the proposal, the company's profit distribution plan for 2019 is to distribute cash dividends of 1.60 yuan (including tax) to all shareholders for every 10 shares based on the company's total share capital of 3589000000 shares before the implementation of the plan, with a total of 57424000000 yuan. In July 2020, the company will complete the profit distribution of 2019.
3. Profit distribution in 2020
On May 19, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the 2020 profit distribution plan of the company. According to the proposal, the company's profit distribution plan for 2020 is to distribute cash dividends of RMB 2.00 (including tax) to all shareholders for every 10 shares based on the company's total share capital of 3589 million shares before the implementation of the plan, with a total cash dividend of RMB 717.8 million.00. In June 2021, the company completed the profit distribution in 2020.
To sum up, the company's total accumulated cash dividends (including tax) from 2018 to 2020 was 154327 million yuan, accounting for 92.90% of the annual net profit attributable to the owner of the parent company in the last three years.
Unit: 10000 yuan
Project year 2020
Cash dividend amount (tax included) 717800057424 Tatwah Smartech Co.Ltd(002512) 300
Net profit attributable to the owner of the parent company 22915966187306258188361
Cash dividend / net profit attributable to the owner of the parent company 31.32%, 30.66%, 30.68%
Accumulated cash dividend amount in recent three years
