Securities code: Guizhou Chanhen Chemical Corporation(002895) securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022042 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement of profit distribution plan in 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.
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” and “the company”) (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: Guizhou Chanhen Chemical Corporation(002895) ) held the 15th meeting of the third board of directors on April 15, 2022, deliberated and adopted the profit distribution plan for 2021, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Specific contents of the company’s profit distribution plan
Audited by ShineWing Certified Public Accountants (special general partnership), the company realized a net profit of 38456081524 yuan in 2021, of which the parent company realized a net profit of 22793895745 yuan. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 2279389575 yuan is withdrawn at 10% of the net profit realized by the parent company. After adding the undistributed profits retained over the years, the profit available for distribution this time is 29444577631 yuan.
According to the guidance of the CSRC on encouraging enterprises to pay cash dividends and giving investors stable and reasonable returns, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in order to better take into account the interests of shareholders, the board of Directors proposes that the company’s profit distribution plan for 2021 is based on the total share capital on the date of equity registration determined by the profit distribution implementation announcement, Cash dividends of 2.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, no bonus shares will be given, and no capital reserve will be converted into share capital.
Since the convertible corporate bonds publicly issued by the company are in the conversion period, if the total share capital of the company changes due to the listing of new shares, the granting and exercise of equity incentive, the conversion of convertible bonds into shares, share repurchase and other matters from the disclosure of the distribution plan to the implementation of the distribution plan, the profit distribution of the company in 2021 shall be in accordance with the principle of “unchanged dividend proportion” (cash dividend of 2.00 yuan (including tax) for every 10 shares, without bonus shares, The total amount of cash dividends shall be adjusted according to the total amount of capital stock.
According to the calculation of convertible bonds to shares and equity incentives in 2022, the total share capital of the company is expected to not exceed 550438538 shares, and the cash dividend is expected to be 2.00 yuan (including tax) for every 10 shares. The total cash dividend is expected to not exceed 110087708 yuan, and the remaining undistributed profits will be carried forward for annual distribution in the future.
If the 2021 profit distribution plan of the company is deliberated and approved by the board of directors, the board of supervisors and the general meeting of shareholders, the company has publicly issued convertible corporate bonds (Securities abbreviation: CHUANHENG convertible bonds, convertible bond Code: 127043), and the initial conversion price is 21.02 yuan / share, According to the relevant provisions on “determination and adjustment of conversion price” in the prospectus for public issuance of convertible corporate bonds of the company: “after this issuance, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds), allots shares and distributes cash dividends, the conversion price shall be adjusted accordingly.” The adjusted conversion price is 20.82 yuan / share = 21.02 yuan / share (initial conversion price) – 0.2 yuan / share (cash dividend per share). The profit distribution plan complies with the profit distribution policy stipulated in the articles of association and the disclosed shareholder return plan of the company. There is no significant difference between the cash dividend level of the company and the average level of Listed Companies in the industry. 2、 Relevant approval procedures and opinions of independent directors
1. Deliberations of the board of directors
The 15th meeting of the third board of directors of the company deliberated and approved the profit distribution plan for 2021. After deliberation, it is considered that the profit distribution plan is suitable for the development stage of the company and matches the development plan of the company. The board of directors unanimously agreed to the profit distribution plan, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 2. Opinions of independent directors
The independent directors expressed the following independent opinions on the plan: after careful review of the profit distribution plan for 2021 prepared by the company, we believe that the profit distribution plan formulated by the company complies with the company law, the circular on matters related to the further implementation of cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, The implementation of the plan matches the company’s business performance and development stage. It is agreed that the company will implement the profit distribution plan, and the proposal needs to be submitted to the general meeting of shareholders for deliberation.
3、 Risk tips
This profit distribution plan still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. There is uncertainty. Please invest rationally and pay attention to risks.
It is hereby announced.
Guizhou Chanhen Chemical Corporation(002895) board of directors April 16, 2022
