Securities code: Essence Fastening Systems (Shanghai) Co.Ltd(301005) securities abbreviation: Essence Fastening Systems (Shanghai) Co.Ltd(301005) Announcement No.: 2022009 Chaojie fastening system (Shanghai) Co., Ltd
Announcement on the plan of profit distribution and conversion of capital reserve into share capital in 2021
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.
Important content tips:
● distribution ratio: cash dividend of 5.00 yuan (including tax) for every 10 shares; 8 shares for every 10 shares; No bonus shares.
● the profit distribution and capital reserve converted into share capital are based on the total share capital of 57126903 shares on December 31, 2021.
● if the share capital of the company changes from December 31, 2021 to the equity registration date of the equity distribution scheme, the scheme shall be implemented based on the changed share capital and the distribution proportion shall be adjusted accordingly according to the principle that the total distribution amount remains unchanged.
Chaojie fastening system (Shanghai) Co., Ltd. (hereinafter referred to as “the company”) held the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on April 7, 2022, and deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The details are hereby announced as follows:
1、 Basic information of profit distribution plan
Audited by Tianjian Certified Public Accountants (special general partnership), the parent company realized a net profit of 7273741131 yuan in 2021. After withdrawing 10% of the legal surplus reserve, deducting 2570710635 yuan of cash dividend distributed in the interim of 2021 and 11663354840 yuan of undistributed profit at the beginning of the year, the distributable profit of the parent company was 15639011223 yuan as of December 31, 2021; The accumulated undistributed profit in the consolidated statements is 15801573923 yuan. According to the principle of the lower of the profits available for distribution in the consolidated statements and the statements of the parent company, the profits available for distribution to shareholders of the company in 2021 are 15639011223 yuan.
Based on the principle of paying back to shareholders and sharing the company’s operating results with shareholders, after comprehensive consideration of the company’s long-term development and other factors, and on the premise of ensuring the normal business development of the company, the annual profit distribution plan for 2021 is put forward as follows:
1. Based on the company’s total share capital of 57126903 shares as of December 31, 2021, the company plans to distribute a cash dividend of 5.00 yuan (tax included) for every 10 shares to all shareholders, with a total cash dividend of 2856345150 yuan (tax included).
2. Based on the company’s total share capital of 57126903 shares as of December 31, 2021, the company plans to increase 8 shares with capital reserve for every 10 shares to all shareholders, and the amount of increase does not exceed the balance of “capital reserve – capital stock premium” at the end of the reporting period. After this increase, the total share capital of the company will increase to 102828425 shares.
(the final accurate quantity shall be subject to the quantity actually registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “csdct Shenzhen Branch”).
From the announcement of the company’s profit distribution plan to the date of equity distribution and equity registration, if the total share capital of the company changes due to the conversion of convertible bonds into shares / share repurchase / share incentive grant, share repurchase and cancellation, the proportion of distribution and increase will be adjusted accordingly according to the principle that the total amount of distribution remains unchanged.
The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Legality and compliance of profit distribution plan
The company’s profit distribution plan for 2021 complies with the provisions and requirements of the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, the company’s future dividend return planning and other documents of the CSRC, Have legitimacy, compliance and rationality. The formulation of this profit distribution plan matches the growth of the company’s performance, and takes full account of the company’s annual profit in 2021, the company’s future development capital needs and shareholders’ return on investment and other comprehensive factors, which is in line with the interests of the company and all shareholders. The implementation of the plan will not cause the company’s shortage of working capital or other adverse effects.
3、 Approval procedures and relevant opinions
1. Deliberations of the board of directors
On April 7, 2022, the company held the 14th meeting of the 5th board of directors, deliberated and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberation of the board of supervisors
On April 7, 2022, the company held the 10th meeting of the 5th board of supervisors, which deliberated and approved the proposal on the 2021 annual profit distribution and capital reserve conversion plan to share capital. The board of supervisors believed that the 2021 annual profit distribution plan of the company was in line with the provisions of the company law and other relevant laws and regulations and the articles of association, and met the needs of the company’s future operation and development, It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 3. Opinions of independent directors
The company’s 2021 profit distribution and capital reserve conversion plan is based on the actual situation of the company and takes full account of the company’s profitability, sustainable development, shareholder return and other comprehensive factors. There is no damage to the interests of investors and meets the requirements of relevant laws and regulations and the articles of association. All independent directors unanimously agreed and agreed to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Other information and relevant risk tips
1. The impact of cash dividends on earnings per share, cash flow and production and operation of listed companies
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.
2. Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders in strict accordance with laws and regulations, normative documents and relevant provisions of the company’s system, fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders, and timely registered insiders to prevent the disclosure of insider information.
3. Description of other risks
The company’s 2021 annual profit distribution plan needs to be submitted to the company’s 2021 annual general meeting for deliberation and approval before implementation. There is still uncertainty. Please pay attention to the investment risks.
5、 Documents for future reference
1. Resolution of the 14th meeting of the 5th board of directors of Chaojie fastening system (Shanghai) Co., Ltd; 2. Resolution of the 10th meeting of the 5th board of supervisors of Chaojie fastening system (Shanghai) Co., Ltd;
3. Independent opinions of independent directors of Chaojie fastening system (Shanghai) Co., Ltd. on matters related to the 14th meeting of the Fifth Board of directors;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Board of directors of Chaojie fastening system (Shanghai) Co., Ltd. April 8, 2022
