Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022016
Bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Distribution proportion per share
Cash dividend of 0.405 yuan (tax included) will be distributed to each a share, and 3 shares will be added for every 10 shares in the form of capital reserve converted into share capital.
The profit distribution and capital reserve converted into share capital are based on the total share capital registered on the equity distribution registration date minus the shares of the company’s special repurchase account. 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 (conversion) ratio per share unchanged and adjust the total distribution (conversion) accordingly.
The profit distribution plan has been deliberated and approved at the 32nd meeting of the third board of directors and the 22nd Meeting of the third board of supervisors of the company, and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 1、 Contents of profit distribution plan
According to the audit of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 20082652621 yuan, the net profit of the parent company in 2021 was 10184477534 yuan, and the actual profit available for distribution to shareholders in 2021 was 9166029781 yuan after 10% legal surplus reserve was withdrawn from the net profit of the parent company in the current period. As of December 31, 2021, The accumulated distributable profit of the parent company is 44638333445 yuan.
According to the resolution of the 32nd meeting of the third board of directors of the company, the company plans to distribute profits in 2021 based on the total share capital registered on the equity distribution registration date minus the shares of the company’s special repurchase account. The profit distribution plan is as follows:
1. The company plans to distribute a cash dividend of 0.405 yuan (including tax) per share to all shareholders. As of December 31, 2021, the total share capital of the company is 152498417 shares, deducting 3585000 shares of the company’s repurchase special account as the base. Based on this calculation, the total cash dividend to be distributed is Changbai Mountain Tourism Co.Ltd(603099) 3389 yuan (including tax).
According to the relevant provisions of the detailed rules for the implementation of share repurchase of Shanghai Stock Exchange, “if a listed company repurchases shares by means of centralized bidding and offer with cash as consideration, the amount of share repurchase implemented in that year shall be regarded as cash dividend and included in the relevant proportion of cash dividend in that year”. In 2021, the company paid a total amount of 20067600 yuan (excluding transaction expenses) for share repurchase by means of centralized bidding transaction, which is regarded as cash dividend of 20067600 yuan.
After including the amount of 20067600 yuan of shares repurchased in 2021, the company plans to distribute a cash dividend of 6051060989 yuan (including tax) in 2021, accounting for 30.13% of the net profit attributable to the shareholders of the parent company in the consolidated statements. 2. The company plans to increase 3 shares for every 10 shares by converting capital reserve into share capital to all shareholders. As of December 31, 2021, the total share capital of the company is 152498417 shares, deducting 3585000 shares of the company’s special repurchase account as the base, and based on this calculation, the total share capital to be increased is 44674025 shares.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the proportion of distribution (conversion) per share unchanged and adjust the total distribution (total conversion) accordingly. The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The plan of profit distribution and conversion of capital reserve into share capital needs 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
On March 31, 2022, the company held the 32nd meeting of the third board of directors, deliberated and adopted the company’s 2021 profit distribution plan by 9 votes in favor, 0 votes against and 0 abstentions, and agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the 2021 profit distribution plan of the company takes into account the reasonable investment return of investors and the sustainable development of the company, and is in line with the supervision guidelines for listed companies No. 3 – cash dividends of listed companies issued by the CSRC According to the relevant provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the articles of association and the plan for dividend return of shareholders (20212023), the decision-making procedures performed by the company comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company or shareholders, especially the interests of minority shareholders.
To sum up, the independent directors of our company unanimously agreed to the company’s 2021 profit distribution plan and agreed to submit the plan to the company’s 2021 annual general meeting for deliberation.
(III) opinions of the board of supervisors
The board of supervisors of the company believes that the 2021 profit distribution plan of the company takes into account the reasonable return on investment of investors and the sustainable development of the company. It is a plan made on the basis of reasonably coordinating the use of the company’s future funds and in combination with the company’s performance in recent years. The relevant decision-making procedures are legal and compliant, and there is no situation that damages the interests of the company or shareholders, especially the interests of minority shareholders. It is agreed 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.
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) board of directors April 1, 2021
