Securities code: Zhejiang Sanfer Electric Co.Ltd(605336) securities abbreviation: Zhejiang Sanfer Electric Co.Ltd(605336) Announcement No.: 2022027 Zhejiang Sanfer Electric Co.Ltd(605336)
Announcement of 2021 profit distribution and conversion of reserve fund into share capital 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 per share and conversion ratio: distribute cash dividend of RMB 13.90 (including tax) to all shareholders for every 10 shares, and convert 3 shares into capital reserve for every 10 shares.
The profit distribution plan and the plan of converting the accumulation fund into share capital are based on the total share capital on the date of equity distribution registration in 2021, and the specific date will be specified in the announcement of equity distribution implementation.
If the total share capital of the company changes before the date of equity distribution and equity registration, it shall be distributed according to the principle that the distribution per share and the proportion of conversion to increase remain unchanged, and the total amount of distribution and conversion to increase shall be adjusted accordingly, and the specific adjustment will be announced separately.
The profit distribution plan and the plan of converting reserve fund into share capital need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1、 Contents of profit distribution plan
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), as of December 31, 2021, Zhejiang Sanfer Electric Co.Ltd(605336) (hereinafter referred to as “the company” or “the company”) realized a net profit (consolidated basis) attributable to the owners of the parent company of RMB 24660577965 in 2021, and the company’s distributable profit at the end of 2021 was RMB 65552009383. In accordance with the company law of the people’s Republic of China and other relevant laws and regulations, the stock listing rules of Shanghai Stock Exchange and the articles of association, the company has formulated the following plans for profit distribution and conversion of provident fund into share capital in 2021:
The company plans to distribute cash dividends of RMB 13.90 (including tax) to all shareholders for every 10 shares based on the total share capital registered on the date of equity distribution and equity registration, and increase 3 shares for every 10 shares to all shareholders with the capital reserve. Based on the calculation of the total share capital of the company on the day of the 17th meeting of the second board of directors, a total of 19781263750 yuan of cash dividends (including tax) were distributed, and a total of 42693375 shares were converted into share capital. The proportion of cash dividends of the company in this year accounts for 80.21% of the net profit attributable to the shareholders of the company.
If the total share capital of the company changes before the date of equity distribution and equity registration, it shall be distributed according to the principle that the distribution per share and the proportion of conversion to increase remain unchanged, and the total amount of distribution and conversion to increase shall be adjusted accordingly, and the specific adjustment will be announced separately.
The profit distribution plan and the plan of converting reserve fund into share capital need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 17th meeting of the second board of directors on April 13, 2022 and approved the plan for profit distribution and conversion of reserve fund into share capital in 2021. The plan for profit distribution and conversion of reserve fund into share capital still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
Considering the company’s future development, financial situation and reasonable return on investment to shareholders, the board of directors of the company put forward the plan for profit distribution and conversion of provident fund into share capital in 2021, which is in line with the provisions of the company law, the articles of association and relevant laws and regulations, as well as the interests of all shareholders including small and medium-sized shareholders and the interests of the company. Improper intervention of major shareholders or unreasonable decision-making of the company. The proposal has been deliberated and approved by the board of directors of the company and will also be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The decision-making procedures comply with relevant regulations.
(III) opinions of the board of supervisors
After comprehensively considering the future capital demand, cash flow status and continuous return to shareholders, the company has formulated the plan for profit distribution and conversion of provident fund to share capital in 2021. The board of supervisors believes that the plan for profit distribution and conversion of provident fund to share capital in 2021 is in line with the relevant Provisions on cash dividends in the articles of association, in line with the existing financial situation of the company, and is conducive to promoting the healthy and sustainable development of the company.
3、 Relevant risk tips
The profit distribution plan and the plan of converting accumulation fund into share capital combine the company’s development plan, 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.
The profit distribution plan and the plan of converting accumulation fund into share capital must be submitted to the 2021 annual general meeting of shareholders for deliberation and approval before implementation. Please pay attention to the investment risks.
It is hereby announced.
Zhejiang Sanfer Electric Co.Ltd(605336) board of directors April 14, 2022
