Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022026 bond Code: 127039 bond abbreviation: Beigang convertible bond
About profit distribution and capital reserve increase in 2021
Capital stock 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.
Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as “the company”) held the 13th meeting of the 9th board of directors and the 12th meeting of the 9th board of supervisors on April 11, 2022. The plan on profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and adopted. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The specific situation is hereby announced as follows:
1、 Basic information of this profit distribution plan
According to the 2021 audit report issued by Grant Thornton Certified Public Accountants (special general partnership), the company realized a net profit of 115219050295 yuan in 2021, including 102823986652 yuan of net profit attributable to shareholders of the listed company. After the statutory surplus reserve of 3273245262 yuan was withdrawn at 10% of the parent company’s net profit in accordance with the relevant provisions of the articles of association, the distributable profit of this year was 99550741390 yuan. In accordance with the relevant provisions of the articles of association and in combination with the actual situation and development needs of the company, the company has formulated the profit distribution plan for 2021 as follows: Based on the total share capital on the date of equity registration when the company’s equity distribution is implemented in 2021 minus the total share capital after the company repurchases the shares held in the special account, the company will distribute a cash dividend of 1.84 yuan (including tax) to all shareholders for every 10 shares. In 2021, no bonus shares will be given and no capital reserve will be converted into share capital. As of April 8, 2022, the total share capital of the company was 163391330 shares. After deducting 9087266 shares held in the company’s special repurchase account, the number of shares to be distributed was 1624304064 shares. Based on this, a cash dividend of 1.84 yuan (tax included) was distributed to all shareholders for every 10 shares, and the total amount of cash dividend to be distributed was 29887194778 yuan, accounting for 29.07% of the net profit attributable to shareholders of the listed company in 2021.
From the disclosure of the plan to the equity registration date of the profit distribution plan, if the company’s share capital changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, the company will adjust the total distribution according to the principle of “unchanged distribution proportion”.
Up to now, the company holds 9087266 shares of the company through the special securities account for repurchase. According to the company law, the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange and other relevant provisions, the shares of the company held by the listed company through the special account for repurchase do not have the right to participate in profit distribution and the conversion of capital reserve into share capital. 2、 Legality and compliance of this profit distribution plan
The profit distribution plan complies with the company law, the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the articles of association, the shareholders’ dividend plan for Beibu Gulf Port Co.Ltd(000582) next three years (20202022), and other provisions, as well as the profit distribution policy and profit distribution plan determined by the company Shareholder return planning and other requirements are conducive to all shareholders to share the company’s operating results, match the company’s operating performance and future development, and have legitimacy, compliance and rationality. Before the disclosure of the profit distribution plan, the company has strictly controlled the scope of insiders, fulfilled the obligation of confidentiality and prohibition of insider trading for insiders who know the matter, and filed and registered.
3、 Relevant review procedures and opinions performed
(I) deliberations and opinions of the board of directors
The 13th meeting of the ninth board of directors of the company deliberated and adopted the plan for profit distribution and capital reserve conversion to share capital in 2021 with 9 votes in favor, 0 against and 0 abstention. The independent directors have expressed independent opinions, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) independent opinions of independent directors
The independent directors of the company expressed independent opinions on the company’s profit distribution and the conversion of capital reserve into share capital in 2021 as follows:
1. The company’s profit distribution plan for 2021 complies with the company law, the accounting standards for business enterprises, 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 (revised in 2022) and other regulatory documents of the CSRC, Comply with the cash dividend policy determined in the articles of association and the company’s shareholder dividend plan for the next three years (20202022).
2. The board of directors of the company fully listened to the opinions of independent directors when considering the profit distribution and the conversion of capital reserve into share capital in 2021, and the voting procedures and results of the meeting were legal and effective.
3. The company’s profit distribution plan for 2021 fully considers the reasonable return to investors and the long-term development of the company, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
To sum up, all our independent directors agreed to the company’s profit distribution and capital reserve converted into share capital in 2021, and agreed to submit it to the general meeting of shareholders for deliberation.
(III) deliberation and opinions of the board of supervisors
The 12th meeting of the 9th board of supervisors of the company deliberated and adopted the plan for profit distribution and conversion of capital reserve into share capital in 2021 with 3 affirmative votes, 0 negative votes and 0 abstention votes, and issued the review opinions, holding that:
1. Capital reserve will not be converted into share capital in 2021.
2. The profit distribution plan complies with the company law of the people’s Republic of China, the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the company’s charter, the shareholders’ dividend plan for the Beibu Gulf Port Co.Ltd(000582) next three years (20202022), and other provisions, as well as the profit distribution policies determined by the company The requirements of profit distribution plan and shareholder return plan are conducive to all shareholders to share the company’s operating results, match the company’s operating performance and future development, and have legitimacy, compliance and rationality.
To sum up, the board of supervisors agreed to the company’s profit distribution in 2021 and the conversion of capital reserve into share capital.
4、 Other instructions
1. There is no significant difference between the cash dividend level of the company in 2021 and the average level of Listed Companies in the water transportation industry.
2. The profit distribution plan can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval. There is still uncertainty in this matter. Please pay attention to the investment risk. 5、 Documents for future reference
1. Resolutions of the board of directors;
2. Resolutions of the board of supervisors;
3. Independent opinions of independent directors.
It is hereby announced
Beibu Gulf Port Co.Ltd(000582) board of directors
April 12, 2021
