Securities code: Shanghai Smith Adhesive New Material Co.Ltd(603683) securities abbreviation: Shanghai Smith Adhesive New Material Co.Ltd(603683) Announcement No.: 2022015 Shanghai Smith Adhesive New Material Co.Ltd(603683)
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:
Distribution and conversion ratio per share: cash dividend of 0.055 yuan per share (including tax) and conversion of 0.2 shares per share.
The profit distribution and capital reserve converted into share capital this time are 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 proportion per share and the conversion proportion per share unchanged, adjust the total distribution and conversion amount accordingly, and make a separate announcement on the specific adjustment.
1、 Content of profit distribution
According to the standard unqualified audit report [Tianheng Shenzi (2022) No. 00702] issued by Tianheng Certified Public Accountants (special general partnership), as of December 31, 2021, the profit available for distribution to shareholders of the company was 26417598121 yuan. According to the resolution of the board of directors, it is proposed to distribute profits and increase share capital based on the total share capital registered on the date of equity distribution. The company’s profit distribution and capital reserve conversion to share capital in 2021 are as follows:
(1) The company plans to distribute a cash dividend of 0.55 yuan (including tax) to all shareholders for every 10 shares. As of March 29, 2022, the total share capital of the company is 183569000 shares. Based on this calculation, the total cash dividend to be distributed is 1009629500 yuan (including tax), and the remaining undistributed profits are accumulated to the next year. The total cash dividends distributed this time accounted for 31.87% of the net profit attributable to shareholders of the listed company in the current year.
(2) The company plans to increase 2 shares for every 10 shares by converting capital reserve into share capital to all shareholders. As of March 29, 2022, the total share capital of the company is 183569000 shares. After this increase, the total share capital of the company is 220282800 shares.
If the total share capital of the company is changed due to the conversion of convertible bonds into shares / share repurchase / share incentive grant share repurchase and cancellation / major asset restructuring share repurchase and cancellation between the date of announcement and disclosure of this plan and the date of equity distribution and equity registration, the company plans to maintain the distribution proportion and increase proportion per share unchanged, and adjust the total distribution and increase amount accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately. The profit distribution and capital reserve conversion to share capital plan need to be submitted to the general meeting of shareholders for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
At the 20th meeting of the third session of the board of directors on March 29, 2022, the company deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 with 8 votes in favor, 0 votes against and 0 abstentions, agreed to the plan for profit distribution and conversion of capital reserve into share capital, and agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The profit distribution and capital reserve conversion to share capital plan for 2021 proposed by the company comply with the relevant provisions on profit distribution in the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association. The plan fully considers the company’s current capital structure, the company’s business development strategic planning, actual capital demand, reasonable return of shareholders, long-term development and other factors, takes into account the reasonable return of investors and the company’s sustainable development, conforms to the current actual situation of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, There is also no obvious unreasonable situation such as cash out by major shareholders, or relevant shareholders abuse their rights to improperly intervene in the company’s decision-making. The deliberation procedure of the proposal complies with the provisions of laws, regulations and the articles of association.
Therefore, we agree to the 2021 profit distribution and conversion of capital reserve into share capital proposed by the board of directors of the company, and agree 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 company held the 16th meeting of the third board of supervisors on March 29, 2022, and deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. The board of supervisors believes that the company’s profit distribution and capital reserve conversion to share capital in 2021 comply with the provisions of relevant laws and regulations and the articles of association. The company has fully considered the actual operation and future development plan, which not only meets the provisions of cash dividend return to investors, but also ensures the capital needs of the company’s subsequent development, and is in line with the company’s long-term sustainable development goals, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, the board of supervisors agreed to the company’s 2021 profit distribution and capital reserve conversion plan, and agreed to submit the proposal to the 2021 annual general meeting for deliberation.
4、 Relevant risk tips
(I) impact of cash dividends on the company
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.
(II) description of other risks
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 the investment risks.
It is hereby announced.
Shanghai Smith Adhesive New Material Co.Ltd(603683) March 31, 2022
