Securities code: 301100 securities abbreviation: Fengguang stock Announcement No.: 2022019 Yingkou Fengguang New Material Co., Ltd
Announcement on 2021 profit distribution 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.
Yingkou Fengguang New Material Co., Ltd. (hereinafter referred to as "the company") held the 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors on April 14, 2022, deliberated and adopted the proposal on the company's profit distribution plan in 2021, and the independent directors of the company expressed their independent opinions unanimously. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Now the relevant matters are announced as follows: I. Basic information of profit distribution plan
According to the audit of Zhitong Certified Public Accountants (special general partnership), the net profit of the company in 2021 was 11528515616 yuan. According to the company law of the people's Republic of China and the articles of association of Yingkou scenery new materials Co., Ltd., 10% of the surplus reserve fund of 1203152627 yuan is withdrawn. The profit available for distribution to investors in 2021 is 8297512603 yuan, plus the undistributed profit of previous years of 39938573682 yuan. By the end of 2021, the cumulative profit available for distribution to investors is 48236086285 yuan.
In view of the company's stable operation and good profitability, in order to actively repay shareholders and share the operating results of the company's development with shareholders, and under the condition of ensuring the healthy and sustainable development of the company, it is proposed that the company's profit distribution plan for 2021 is as follows:
1. Based on the capital stock of 200 million shares as of December 31, 2021, a cash dividend of 10 yuan (including tax) will be distributed to all shareholders for every 10 shares. A total of 200 million yuan was allocated.
2. After implementing the above distribution plan, the profit distributed is 200 million yuan, and the remaining profit available for distribution is 28236086285 yuan, which is carried forward to subsequent years.
If before the implementation of the distribution plan, the total share capital of the company 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 distribution proportion according to the principle of unchanged total distribution.
3. The shares of the company's actual controllers and major shareholders are within the three-year sale period promised before listing. There is no change in the shares in the three months before the announcement, and there is no reduction plan or expiration of the sale restriction in the next three months.
4. The scheme is proposed by the board of directors of the company, and the dividend scheme will not cause the shortage of working capital of the company. The company held the 11th meeting of the second board of directors on January 6, 2022 and the first extraordinary general meeting of shareholders in 2022 on January 24, 2022. The meeting passed the proposal to use the over raised capital of RMB 110 million to permanently supplement the working capital. For details, please refer to the relevant announcements on cninfo.com. In the next 12 months, if the company has a new plan to use the raised funds to supplement the working capital, it will be submitted to the board of directors and the general meeting of shareholders of the company for deliberation in time, and make an announcement to the public. 2、 Legality and compliance of profit distribution plan
The profit distribution plan of the company complies with the company law, the accounting standards for business enterprises, the notice of China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies, the articles of association and the commitment of the company on profit distribution policies before listing, as well as the relevant commitments of the company. The profit distribution plan is conducive to the sharing of the company's operating results by all shareholders and has legitimacy Compliance and rationality. 3、 Review procedures and relevant opinions for implementation
1. Deliberations of the board of directors
On April 14, 2022, the 12th meeting of the second board of directors of the company deliberated and adopted the proposal on the company's profit distribution plan in 2021. It is 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
The board of supervisors of the company believes that the profit distribution plan of the company in 2021 complies with the relevant laws and regulations such as the company law, the accounting standards for business enterprises and the articles of association, is conducive to the sustainable operation and healthy development of the company, and does not harm the interests of the company and all shareholders. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 3. After careful review of relevant materials, we believe that the company's profit distribution plan for 2021 takes full account of the company's development status and sustainable operation ability, is conducive to the long-term development of the company and takes into account the interests of shareholders. There is no obvious unreasonable situation such as cash out of major shareholders or relevant shareholders' abuse of shareholders' rights and improper intervention in the company's decision-making, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The proposal has fulfilled the necessary deliberation procedures and complies with the company law of the people's Republic of China, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws and regulations, as well as the articles of association of Yingkou scenery new materials Co., Ltd. Therefore, I agree to the above matters. 4、 Other instructions
1. Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders in strict accordance with laws, regulations, normative documents and relevant provisions of the company's system, performed the obligation of confidentiality and prohibition of insider trading to relevant insiders, and timely filed insiders to prevent the disclosure of insider information.
2. The profit distribution plan can be implemented only after it is submitted to the 2021 annual general meeting of the company for deliberation and approval. This matter is still uncertain. Please invest rationally and pay attention to investment risks. 5、 Documents for future reference
1. Resolutions of the 12th meeting of the second board of directors;
2. Resolutions of the 10th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the second board of directors.
Board of directors of Yingkou Fengguang New Material Co., Ltd. April 14, 2022
