Securities code: Haitian Water Group Co.Ltd(603759) securities abbreviation: Haitian Water Group Co.Ltd(603759) Announcement No.: 2022015 Haitian Water Group Co.Ltd(603759)
Announcement of 2021 annual profit distribution and capital reserve conversion plan
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 and conversion ratio: cash dividend of 2.06 yuan (including tax) will be distributed for every 10 shares, and 4.8 shares will be converted into capital reserve for every 10 shares.
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. The profit distribution plan and the plan of converting capital reserve into share capital can only be implemented after being deliberated and approved by the 2021 annual general meeting of the company.
1、 Contents of profit distribution plan
The audit of ShineWing Certified Public Accountants (special general partnership) confirmed that Haitian Water Group Co.Ltd(603759) (hereinafter referred to as " Haitian Water Group Co.Ltd(603759) " or "the company") realized a net profit of 21375269892 yuan attributable to the shareholders of the listed company in 2021. As of December 31, 2021, the profit available for distribution by the parent company to the shareholders was 40889568027 yuan. According to the resolution of the board of directors, the company plans to distribute profits and convert capital reserve into share capital in 2021 based on the total share capital registered on the date of equity distribution. The details are as follows:
(I) the company plans to distribute a cash dividend of 2.06 yuan (including tax) to all shareholders for every 10 shares.
As of December 31, 2021, the total share capital of the company is 31200000 shares. Based on this calculation, the total cash dividend to be distributed is 6427200000 yuan (including tax). The amount of cash dividend to be distributed by the company in 2021 accounts for 30.07% of the net profit attributable to the common shareholders of the listed company in the consolidated statement of the year.
(II) the company plans to increase its share capital with capital reserve from all shareholders, with 4.8 shares for every 10 shares. A total of 14976000 shares are proposed to be increased this time. After the implementation of the above plan, the total share capital of the company is 461760000 shares, and the registered capital of the company is changed from RMB 31200000 to RMB 461760000.
If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration, due to the conversion of convertible bonds to shares / share repurchase / cancellation of equity incentive grant share repurchase / cancellation of major asset restructuring share repurchase, it is proposed to maintain the proportion of cash dividend per share and capital reserve increase unchanged, adjust the total amount of cash dividend and capital reserve increase accordingly, and announce the specific adjustment separately.
The plan for 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
The company held the 29th meeting of the third board of directors on April 11, 2022 to review and approve the plan for profit distribution and conversion of capital reserve into share capital in 2021. For details, the company published it on China Securities Journal, Shanghai Securities Journal, securities times, securities daily and the website of Shanghai Stock exchange (www.sse. Com. CN.) on April 12, 2022 According to the announcement on the resolution of the 29th meeting of Haitian Water Group Co.Ltd(603759) the third board of directors (Announcement No.: 2022012), the proposal still needs to be submitted to the company's annual general meeting for deliberation.
(II) opinions of independent directors
According to the relevant provisions of 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, we believe that the company's plan for profit distribution and conversion of capital reserve into share capital in 2021 fully considers the company's current business development, profitability, capital demand, reasonable return of shareholders and other factors, which is conducive to the sustainable, stable and healthy development of the company, There is no situation that damages the legitimate rights and interests of the company and shareholders. We unanimously agreed on the company's 2021 profit distribution plan and the plan of converting capital reserve into share capital, and submitted the plan to the company's 2021 annual general meeting for deliberation.
(III) opinions of the board of supervisors
The board of supervisors believes that this profit distribution and capital reserve conversion plan fully considers the actual operation and future development plan of the company, meets the needs of the company's long-term sustainable development, does not damage the legitimate rights and interests of minority shareholders, and is in line with the interests of the company and all shareholders. It agrees with this profit distribution and capital reserve conversion plan.
3、 Relevant risk tips
The company's 2021 profit distribution and capital reserve conversion to share capital plan comprehensively considers the current and future capital needs of the company and other factors, and will not have a significant impact on the company's earnings per share and cash flow, and will not affect the company's normal operation and long-term development.
The plan for profit distribution and conversion of capital reserve into share capital can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval. Please pay attention to the investment risks. It is hereby announced.
Haitian Water Group Co.Ltd(603759) board of directors April 12, 2022
