Securities code: Hunan Aihua Group Co.Ltd(603989) securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022026 convertible bond Code: 113504 convertible bond abbreviation: Aihua convertible bond
Hunan Aihua Group Co.Ltd(603989)
Announcement on profit distribution 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 ratio per share: cash dividend of 0.3 yuan per share (tax included)
The profit distribution is based on the total share capital registered on the equity distribution registration date minus the share balance 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 or the share capital that can participate in the distribution changes before the equity registration date of equity distribution, the distribution shall be carried out according to the principle of unchanged distribution proportion per share, the total distribution shall be adjusted accordingly, and the specific adjustment will be announced separately.
1、 Contents of profit distribution plan in 2021
Audited by Tianzhi International Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s profit available for distribution at the end of the period was RMB 69343830010. In accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, and in combination with the company’s operation in 2021 and the needs of future operation and development, In 2021, the company plans to distribute profits based on the total share capital registered on the equity distribution registration date minus the share balance of the company’s special repurchase account. The profit distribution plan is as follows: according to the relevant provisions of the guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase, listed companies do not enjoy the right of profit distribution when repurchasing shares in special securities accounts. As of April 1, 2022, the Company repurchased 2280043 shares of the company through the special securities account for repurchase, and did not participate in this profit distribution. At the same time, according to the announcement on the share repurchase plan of the company by means of centralized bidding transaction (Announcement No.: 2021097) disclosed by the company on September 29, 2021, during the repurchase period, the company will choose the opportunity to repurchase the shares according to the actual situation. Before the profit distribution in 2021 is implemented, the number of shares of the company held in the special securities account for repurchase may still change. And the “Aihua convertible bonds” issued by the company can be converted into A-share common shares of the company from September 10, 2018. Therefore, the actual total amount of this profit distribution will be based on the total amount of the company’s share capital on the date of profit distribution equity registration minus the total number of shares in the company’s special securities repurchase account. It is proposed to distribute a cash dividend of 3 yuan (including tax) to all shareholders for every 10 shares.
As of April 1, 2022, the total share capital of the company is 400814733 shares. After deducting 2280043 shares currently repurchased by the company, the total cash dividend to be distributed is 119560407 yuan (including tax), accounting for 24.53% of the audited net profit attributable to the shareholders of the parent company in 2021. In accordance with the relevant provisions of the rules on share repurchase of listed companies, the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase, and the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, if a listed company repurchases shares by means of centralized bidding with cash as consideration, the amount of share repurchase implemented in the current year shall be regarded as cash dividend, Included in the relevant proportion of cash dividends of the year. The amount of share repurchase implemented by the company in 2021 was 5261617456 yuan (excluding stamp duty, transaction commission and other related expenses), accounting for 10.80% of the audited net profit attributable to the shareholders of the parent company in 2021. In 2021, the total amount of repurchase and cash dividend to be distributed by the company accounted for 35.33% of the audited net profit attributable to shareholders of the parent company in 2021.
If the total share capital of the company changes due to share repurchases, share repurchase cancellation of equity incentive grants, and conversion of convertible corporate bonds during the equity distribution registration date, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly.
The profit distribution plan needs to be submitted to the 2021 annual general meeting for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 6th meeting of the 5th board of directors on April 2, 2022 and adopted the proposal on profit distribution in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention.
(II) opinions of independent directors
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the profit distribution plan of the company in 2021 complies with the relevant provisions of the articles of association, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations. On the premise of ensuring the normal operation and long-term development of the company, we have fully considered the reasonable investment return to the majority of investors, which is conducive to the normal operation and healthy development of the company, There is no situation that damages the interests of investors. When the board of directors deliberated the profit distribution plan, the voting procedure was legal and effective. We agreed to the 2021 profit distribution proposal of the board of directors of the company and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
After deliberation, the board of supervisors considered that the distribution plan was in line with the articles of association, the plan for shareholders’ dividend return in the next three years (20202022) and relevant regulatory regulations, in line with the interests of the company’s shareholders, took into account the actual situation and development needs of the company, and did not harm the interests of investors, and agreed to the profit distribution proposal.
3、 Relevant risk tips
(I) 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, normal operation and long-term development.
(II) the profit distribution plan needs to be submitted to the company’s 2021 annual general meeting for approval. Please pay attention to the investment risks.
It is hereby announced.
Hunan Aihua Group Co.Ltd(603989) board of directors
April 6, 2022
