Securities code: Shanghai Putailai New Energy Technology Co.Ltd(603659) securities abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659) Announcement No.: 2022020 Shanghai Putailai New Energy Technology Co.Ltd(603659)
Announcement on the plan of profit distribution and conversion of capital reserve into share capital 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Cash dividend of 5.04 yuan (including tax) will be distributed for every 10 shares of a shares, and 10 shares will be added for every 10 shares with capital reserve.
After deliberation, the fourth meeting of the third board of directors of the company approved the plan for profit distribution and conversion of capital reserve into share capital in 2021 with 5 votes in favor, 0 against and 0 abstention.
The profit distribution and the conversion of capital reserve into share capital are based on the total share capital on the date of equity distribution registration, and the specific date will be specified in the announcement on the implementation of equity distribution.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution and conversion proportion per share unchanged, adjust the total amount of distribution and conversion accordingly, and announce the specific adjustment separately.
Brief reasons for the cash dividend ratio of 20.01% in this year: in view of the continuous and rapid development of the company's new energy lithium-ion battery industry and the explosive growth of market demand, the overall supply of lithium-ion battery materials is in short supply; In order to meet the market demand of downstream customers, the company actively seized the market opportunity, built new production bases in Sichuan, Guangdong and other places, and expanded production capacity in the fields of negative electrode materials and graphitization processing, membrane materials and coating, automation equipment and so on. Therefore, when formulating the profit distribution plan for 2021, the board of directors of the company comprehensively considered the capital needs to ensure the company's production capacity construction progress, production operation and R & D investment, It also takes into account the long-term and stable cash return mechanism for the company's shareholders.
Explanation of the reasons for the conversion of capital reserve to share capital in this year: when the downstream customers of the company select suppliers, the scale of registered capital is one of the important considerations, and the registered capital of the company at this stage is 694 million yuan, which is far less than the scale of net assets attributable to the parent company of the company of 10.487 billion yuan. Therefore, when formulating the plan for the conversion of capital reserve to share capital in 2021, the board of directors of the company comprehensively considered the growth level of the company's operating performance, It also takes into account the needs of the company's business development.
1、 Contents of profit distribution and capital reserve converted into share capital plan
According to Ernst & Young Huaming (2022) SZ No. 61453494b01 audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), in 2021, the undistributed profit of the company at the beginning of the year was 226461193400 yuan, plus 174872781913 yuan of net profit attributable to the owner of the parent company in 2021, 5580506830 yuan of legal surplus reserve was withdrawn, and 20337162924 yuan of cash dividend in 2020 was deducted, The accumulated profit available for distribution to shareholders as of the end of the reporting period was 1630559 yuan. According to the resolution of the board of directors, the company's plan for profit distribution and conversion of capital reserve into share capital in 2021 is as follows:
1. The company plans to distribute a cash dividend of 5.04 yuan (including tax) to all shareholders for every 10 shares. Based on the total share capital of 694383539 shares as of December 31, 2021, the total cash dividend to be distributed this time is 34996930366 yuan (including tax). The company's cash dividend accounts for 20.01% of the net profit attributable to the common shareholders of the listed company in this year. After this profit distribution, the remaining undistributed profits are accumulated and distributed in the future years. 2. The company plans to increase 10 shares with capital reserve for every 10 shares to all shareholders. Based on the total share capital of 694383539 shares as of December 31, 2021, the total share capital of the company will increase to 1388767078 shares after this increase (the total share capital of the company shall be subject to the final registration result of China Securities Depository and Clearing Co., Ltd. Shanghai Branch. If there is a tail difference, it is caused by rounding).
If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration due to share repurchase, implementation of equity incentive, share repurchase and cancellation of equity incentive grant, and share repurchase and cancellation of major asset restructuring, the company plans to maintain the distribution and increase ratio per share unchanged and adjust the total profit distribution and increase accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately.
The plan for profit distribution and conversion of capital reserve into share capital needs to be submitted to the general meeting of shareholders for deliberation.
2、 Reasons for the cash dividend ratio of 20.01% in this year
In 2021, the net profit attributable to the owners of the parent company was 174872781913 yuan. By the end of 2021, the accumulated profit available for distribution to shareholders was 375416305559 yuan. The company plans to distribute a total cash dividend of 34996930366 yuan (tax included), accounting for 20.01% of the net profit attributable to the common shareholders of the listed company, less than 30%. The specific reasons are as follows:
(I) industry situation and characteristics of the company
In 2021, the demand for new energy vehicles in major countries in the world exploded, the market penetration continued to improve, and the sales volume of new energy vehicles increased significantly year-on-year; The concept of green and low-carbon development has been widely accepted. The benign development of the new energy market has promoted the strong growth of the demand in the relevant energy storage market and further opened the application market space of lithium-ion batteries. The demand of global lithium-ion battery customers is growing strongly, and the supply of upstream materials is in short supply as a whole.
(II) development stage of the company and its own business model
The company's new energy lithium-ion battery industry continues to grow rapidly, and its business field is still in the stage of rapid development. As a supplier of key materials and automation process equipment for lithium-ion batteries, the company actively seizes market opportunities, starts the strategic expansion of "all-round attack" and accelerates the production capacity. The company has built new production bases in Sichuan, Guangdong and other places, expanded production capacity in the fields of negative electrode materials and graphitization processing, membrane materials and coating, automation equipment and other fields, and actively supported customers to meet market demand. At the same time, the company closely follows the new market demand, tracks the cutting-edge new technology, pays attention to the training of R & D talents, increases R & D investment, continuously enhances technology R & D capability, and further develops new products on the basis of maintaining the competitiveness of existing products.
(III) profitability and capital demand of the company
During the reporting period, the company's comprehensive production capacity and material utilization rate were improved, and the economies of scale of various businesses were gradually reflected. The negative electrode materials and graphitization division, membrane materials and coating division kept pace, driving the overall operation to continue to improve, the overall profitability was improved, and the performance growth rate was steadily improved. Since all business divisions of the company are in the stage of rapid development, capacity construction and production R & D need the company's continuous high capital investment.
(IV) reasons for the low level of cash dividends of the company
Focusing on long-term and sustainable development, the company attaches great importance to investor return, comprehensively considers multiple factors such as the characteristics of the industry, the actual operation of the company and the cost of social capital, and makes scientific planning on the basis of continuous return mechanism. In combination with the characteristics of the industry in which the above-mentioned company is located, its own development stage and capital demand, and taking into account the long-term development of the company while ensuring the reasonable return of shareholders, the company formulates the above-mentioned profit distribution plan in accordance with the cash dividend principle specified in the articles of association and the shareholder return plan.
(V) exact purpose of retained undistributed profits and estimated income of the company
Based on the long-term development strategy, the company will standardize the use of funds, strictly control the direction of funds, improve the use efficiency of funds, use the retained undistributed profits for capacity construction, production and operation, supplement working capital, further improve the company's sustainable profitability, continue to feed back to the company's investors and create more value for the company and its shareholders.
3、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
On March 28, 2022, the company held the fourth meeting of the third board of directors. After deliberation, the board of directors unanimously adopted the plan for profit distribution and conversion of capital reserve into share capital in 2021, and submitted the plan to the general meeting of shareholders for deliberation.
(II) rationality and feasibility of this high-speed transmission scheme
In recent years, benefiting from the rapid development of the global new energy lithium-ion battery industry, the company's main business has maintained a good development trend. The company's operating results are as follows:
Unit: 10000 yuan
Subject compound growth rate from 2019 to 2020 to 2021
Net profit attributable to shareholders of listed company 6510740667637517487278 63.89%
Basic earnings per share (yuan / share) 1.50 1.52 2.53-
Note: basic earnings per share = current net profit attributable to shareholders of listed companies / weighted average number of common shares issued in the current period. First, the net profit of the company in the last two years is positive and has achieved continuous growth, with a compound growth rate of 63.89%, and the basic earnings per share of the company from 2019 to 2021 are higher than 1.0 yuan; After the implementation of the plan of converting every 10 shares into 10 shares, calculated on the basis of comprehensive dilution, the company's earnings per share in 2021 became 1.26 yuan, which is still higher than 1.0 yuan, which is in line with the relevant provisions on the implementation of high transfer, and there is no situation that the high transfer plan shall not be disclosed. Secondly, when the downstream customers of the company select suppliers, the scale of registered capital is one of the important factors to be considered, and the registered capital of the company at this stage is 694 million yuan, which is far less than the scale of net assets attributable to the parent company of 10.487 billion yuan. At the same time, as of December 31, 2021, the balance of capital reserve in the consolidated statements of the company was 5.924 billion yuan, and the balance of capital reserve in the statements of the parent company was 6.761 billion yuan, which can meet the implementation conditions for the transfer of capital reserve to increase this time. Therefore, the board of directors of the company shall comprehensively consider the growth level of the company's operating performance and the needs of the company's business development when formulating the plan for converting capital reserve into share capital in 2021.
In conclusion, the board of directors of the company considered that the plan for converting capital reserve into share capital is reasonable and feasible.
(III) voting intention of actual controllers and directors of the company
The controlling shareholder, actual controller and chairman of the company, Mr. Liang Feng, and the directors of the company, Mr. Chen Wei and Mr. Han Zhongwei, hold the shares of the company and have voted in favour of the matter at the board of directors; At the same time, Mr. Liang Feng, Mr. Chen Wei and Mr. Han Zhongwei replied to the company and promised that they would vote for the proposal when the general meeting of shareholders considered the proposal of high transfer.
(IV) opinions of independent directors
After deliberation, the independent directors believe that the profit distribution and capital reserve conversion plan proposed by the board of directors is based on the company's development strategy and comprehensively considers various factors such as the company's financial situation, industry characteristics and future development needs. The dividend standard and proportion are clear and in line with the requirements of relevant laws and regulations and the articles of association, which is conducive to sharing the company's operating results with the majority of investors, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders. The company's capital management is standardized, and the retained undistributed profits are invested in the fields of capacity construction, technology R & D and production operation, which can effectively improve the efficiency of capital use and reduce the cost of social financing, which is reasonable. We agree to the plan for profit distribution and conversion of capital reserve into share capital, and agree to submit the plan to the general meeting of shareholders for deliberation. (V) opinions of the board of supervisors
On March 28, 2022, the company held the third meeting of the third board of supervisors. After deliberation, the board of supervisors of the company considered that the plan for profit distribution and conversion of capital reserve into share capital in 2021 proposed by the board of directors of the company complied with the provisions of relevant laws and regulations and the articles of association, the decision-making procedures complied with the law and regulations, complied with the company's strategic planning, and took into account the capital needs of the company and the long-term and stable cash return of the company's shareholders, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders.
4、 Shareholding changes and increase / decrease plans of directors, supervisors and more than 5% shareholders of the company
The directors, supervisors and more than 5% of the shareholders of the company have no shareholding change in the six months before the date of this announcement.
According to the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the company sent a letter to the actual controller of the company, more than 5% shareholders, all directors, supervisors and senior managers to inquire about the future increase and decrease plan. Mr. Liang Feng, the actual controller and Chairman of the company, replied:
1. I did not reduce my holdings 3 months before the announcement date of the profit distribution and capital reserve to share capital plan in 2021; Three months before and after the announcement date of this plan, there is no lifting of restrictions on the sale of restricted shares.
2. I promise that there will be no reduction plan in the next three months from the date of announcement of this plan, and there will be no reduction plan in the next six months.
Other directors, supervisors, senior managers and more than 5% shareholders of the company (Nanyang Kuo Neng and Fujian Shengyue) replied:
1. I / our company did not reduce my / our holdings three months before the announcement date of the profit distribution and capital reserve to share capital plan in 2021; Within 3 months after the announcement date of this plan, there is no lifting of the restrictions on the sale of restricted shares.
2. I / we promise that there will be no increase or decrease plan in the next three months from the date of announcement of this plan, and there will be no reduction plan in the next six months.
5、 Relevant risk tips
1. The profit distribution and the conversion of capital reserve into share capital can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval.
2. The profit distribution and the conversion of capital reserve to share capital have comprehensively considered the company's financial situation, industry characteristics, capital demand for future development and business development needs, and will not have a significant impact on the company's normal business activities.
3. The profit distribution and the conversion of capital reserve into share capital will not have a material impact on the net asset equity and shareholding ratio enjoyed by the shareholders of the company. After the implementation of the profit distribution and the conversion of capital reserve into share capital, the total share capital of the company will increase, and the indicators such as earnings per share and net assets per share are expected to be diluted accordingly.
It is hereby announced.
Shanghai Putailai New Energy Technology Co.Ltd(603659)
