Securities code: Yifan Pharmaceutical Co.Ltd(002019) securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022025 Yifan Pharmaceutical Co.Ltd(002019)
Announcement of profit distribution plan for 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.
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”) held the 23rd Meeting of the 7th board of directors on April 11, 2022, deliberated and adopted the proposal on the company’s profit distribution plan in 2021. This proposal still needs to be submitted to the company’s 2021 annual general meeting for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of this profit distribution plan
1. Distributable profits of the company in 2021
According to the audit results of the financial statements of the company in 2021 by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 27839895102 yuan, 0 yuan of legal surplus reserve was withdrawn, 435475502947 yuan of undistributed profit at the beginning of the year was added, 936602047 yuan of undistributed profit at the beginning of the year was reduced by the change of accounting policy, and 6167075385 yuan was distributed to the owners, In 2021, the actual distributable profit attributable to the shareholders of the listed company was 45621720617 yuan.
The company’s net profit attributable to the owners of the parent company in 2021 was 22937748604 yuan, the statutory surplus reserve was 2293774860 yuan, plus the undistributed profit at the beginning of the year of 221516567523 yuan, the undistributed profit at the beginning of the year decreased by 273563533 Yuan due to the change of accounting policy, and 6167075385 yuan was distributed to the owners. The actual profit available for distribution by the shareholders of the parent company in 2021 was 235719902349 yuan.
2. Main contents of the company’s 2021 profit distribution plan
According to the opinions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on supporting listed companies to repurchase shares, the rules for share repurchase of listed companies and the relevant provisions of Shenzhen Stock Exchange on the self regulatory guidelines for listed companies No. 9 – share repurchase, a listed company repurchases shares in the form of offer and centralized bidding for cash, The amount of share repurchases implemented in the current year shall be regarded as the amount of cash dividends, which shall be included in the relevant proportion of cash dividends in the current year. In 2021, the Company repurchased 7221842 shares through centralized bidding trading through the special securities account for share repurchase, with a total transaction amount of 12099192237 yuan (excluding handling fees), and the amount of cash dividend deemed to be 12099192237 yuan. In accordance with the company law, the opinions on supporting listed companies to repurchase shares, the guidelines for self regulatory supervision of listed companies No. 9 – repurchase shares, the articles of association and other relevant provisions, and in combination with the actual production and operation of the company in 2021 and its future development prospects, the company plans not to pay cash dividends, give bonus shares or convert capital reserve into share capital in 2021, The remaining undistributed profits will be used for R & D investment, production and operation in 2022 and will be rolled over to future years for distribution.
2、 Legality and rationality of profit distribution plan
The profit distribution plan of the company in recent three years (including 2021) is as follows:
Unit: Yuan
Share repurchases are deemed to be dividends. In the consolidated statement of the year, the amount of cash dividends attributable to the dividend year and the total amount of cash dividends
The amount of cash dividends is the net profit of shareholders of listed companies
2021 0120991922371209919223727839895102
20206173385385 – 617338538596839056355
201912369045770 – 1236904577090346785051
Total 185424311551209919223730641623392215025736508
It is estimated that the total amount of cash dividends and the amount of deemed cash dividends of repurchased shares implemented by the company in the last three years (including 2021) is 30641623392 yuan. The cumulative net profit attributable to shareholders of the listed company in the last three years is 215025736508 yuan, with an average annual average of 71675245503 yuan, that is, the amount of cash dividends implemented and the amount of deemed cash dividends of repurchased shares account for 42.75% of the company’s average annual distributable profits in the last three years, It complies with the provisions in the decision on amending certain provisions on cash dividends of listed companies and the articles of association of the CSRC: “the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years”.
The above distribution plan complies with the relevant provisions on profit distribution in the company law, the accounting standards for business enterprises, the notice on further implementing 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 (revised in 2022) and the articles of association of the CSRC, and matches the actual situation of the company, Full consideration has been given to the reasonable return on investment to the majority of investors, which is conducive to sharing the operating results of the company’s growth with all shareholders. The profit distribution plan is legal, compliant and reasonable.
3、 Deliberations
1. Deliberation opinions of the board of directors
On April 11, 2022, the 23rd Meeting of the seventh board of directors of the company deliberated and approved the proposal on the company’s profit distribution plan for 2021. The board of directors considered that the profit distribution plan for 2021 met the actual situation of the company and the requirements of relevant laws and regulations, and agreed to submit the distribution plan to the company’s 2021 annual general meeting for deliberation.
2. Deliberation opinions of the board of supervisors
On April 11, 2022, the 22nd Meeting of the 7th board of supervisors deliberated and approved the proposal on the company’s 2021 annual profit distribution plan. The board of supervisors considered that the company’s 2021 annual profit distribution plan formulated by the board of directors was in line with the company law, the articles of association and other relevant provisions, in line with the actual situation of the company and did not harm the interests of the company’s shareholders, and agreed to the 2021 annual profit distribution plan formulated by the board of directors.
3. Deliberation opinions of independent directors
Independent directors believe that this profit distribution plan complies with the company law, the articles of association and other relevant provisions, is formulated by the company according to its actual production and operation conditions, meets the production and operation needs at this stage, and there is no intentional harm to the interests of investors. They agree with the profit distribution plan for 2021 proposed by this board of directors. The profit distribution plan conforms to the actual situation of the company and helps to protect the interests of all shareholders, especially minority shareholders. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Relevant risk tips
The profit distribution plan can only be implemented after being reviewed and approved by the company’s 2021 annual general meeting of shareholders, which is uncertain.
5、 Other instructions
Before the disclosure of this distribution plan, the company strictly controlled the scope of insiders and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders.
6、 Documents for future reference
1. Resolution of the 23rd Meeting of the 7th board of directors
2. Independent opinions of independent directors on matters related to the 23rd Meeting of the 7th board of directors 3. Resolution of the 22nd Meeting of the 7th board of supervisors
It is hereby announced.
Yifan Pharmaceutical Co.Ltd(002019) board of directors April 13, 2022
