Securities code: Nanjing Baose Co.Ltd(300402) securities abbreviation: Nanjing Baose Co.Ltd(300402) Announcement No.: 2022008 Nanjing Baose Co.Ltd(300402)
Announcement on 2021 profit distribution plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”) held the 7th Meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors on March 30, 2022, and deliberated and adopted the proposal on the company’s profit distribution plan in 2021. The proposal still needs to be submitted to the company’s 2021 annual general meeting for deliberation. The specific situation is hereby announced as follows:
1、 Basic information of 2021 profit distribution plan
1. Specific contents of profit distribution plan
The audit of Dahua Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the shareholders of the listed company in 2021 was 5291533782 yuan, and the net profit of the parent company was 5290982261 yuan. According to the company law, the articles of association and other relevant provisions, after the surplus reserve of 5290982261 yuan is withdrawn according to 10% of the net profit realized by the parent company, the distributable profit of the parent company in 2021 is 47618840349 yuan, plus the undistributed profit of the parent company at the beginning of last year of 21374400126 yuan, minus the cash dividend of 101000000 yuan distributed in 2020. By the end of 2021, The company’s (parent company’s statement) accumulated profit available for distribution to shareholders is 1 Clenergy(Xiamen)Technology Co.Ltd(603628) 4161 yuan.
The company’s profit distribution plan for 2021 is proposed as follows: Based on the total share capital of 202000000 shares on December 31, 2021, the company will distribute cash dividends of RMB 1.00 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 2020000000 (including tax). The remaining undistributed profits will be carried forward to the following years for the development of the company’s main business. In this year, the company will not convert the capital reserve into share capital and will not give bonus shares.
During the period from the disclosure date of this profit distribution plan to the date of equity distribution and equity registration, if the total share capital of the company changes, the distribution proportion will be adjusted according to the principle that the total distribution remains unchanged.
2、 Description of review procedures and relevant opinions
1. Deliberations of the board of directors
The 7th Meeting of the 5th board of directors deliberated and adopted the proposal on the company’s profit distribution plan in 2021. The board of Directors believes that the profit distribution plan complies with the company law, the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations, normative documents, the articles of Association and other relevant provisions on profit distribution, and has legitimacy and compliance, At the same time, the distribution plan is put forward on the premise of ensuring the normal operation and long-term development of the company and fully considering the interests of all shareholders. The implementation of the profit distribution plan will not cause the shortage of working capital or other adverse effects of the company.
2. Deliberation of the board of supervisors
The seventh meeting of the 5th board of supervisors deliberated and adopted the proposal on the company’s profit distribution plan in 2021. The board of supervisors believes that the company’s profit distribution plan for 2021 complies with relevant laws and regulations, normative documents, articles of association and other relevant provisions, such as the company law, the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022) of the CSRC, and takes full account of the interests of all shareholders Compliance. The voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association. 3. Opinions of independent directors
The independent directors believe that the company’s profit distribution plan for 2021 complies with the company law, the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations, normative documents, the articles of association and other relevant provisions. On the premise of ensuring the normal operation and long-term development of the company, Fully considering the interests of all shareholders, it is legal and compliant. The voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association. In view of the above reasons, we agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
3、 Other instructions
1. This profit distribution plan will not have a significant impact on the cash flow of the company’s operating activities, nor will it affect the normal operation and long-term development of the company.
2. The profit distribution plan can only be implemented after being reviewed and approved by the company’s 2021 annual general meeting of shareholders. Please pay attention to the investment risks.
4、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors of the company; 2. Resolutions of the 7th Meeting of the 5th board of supervisors of the company; 3. Independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors. It is hereby announced.
Nanjing Baose Co.Ltd(300402) board of directors April 1, 2022
