Securities code: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) securities abbreviation: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) Announcement No.: 2022012
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985)
Announcement on the company’s 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.
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) (hereinafter referred to as “the company” or “the company”) held the 21st Meeting of the second board of directors and the 14th meeting of the second board of supervisors on April 14, 2022. The proposal on the company’s profit distribution plan in 2021 was deliberated and adopted respectively, and the independent directors expressed clear consent to this matter. The 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:
1、 2021 profit distribution plan of the company
1. Specific contents of profit distribution plan
According to the audit of Lixin certified public accountants, the net profit of the parent company in 2021 was 43542621150 yuan, and the surplus reserve was 4354262115 yuan. After deducting 1501 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan for the implementation of the profit distribution plan in 2020, the undistributed profit in that year was 24172359035 yuan, plus 504 Jiangsu Boxin Investing & Holdings Co.Ltd(600083) 28 yuan of undistributed profit retained in previous years, As of December 31, 2021, the total distributable profits of the parent company were 74632367363 yuan. As of December 31, 2021, the balance of the capital reserve of the parent company was 126521270383 yuan, of which the capital stock premium was 126521270383 yuan.
In accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the relevant provisions of the articles of association of the China Securities Regulatory Commission, based on the actual operation and profitability of the company in 2021, the current share capital structure of the company, the balance of capital reserve, etc, The company’s profit distribution plan for 2021 is as follows: Based on the existing total share capital of 25527200000 shares, the company will distribute cash dividends of 2.00 yuan (including tax) to all shareholders for every 10 shares, a total of 5105440000 yuan (including tax), no bonus shares, and the remaining undistributed profits will be carried forward to the next year; By converting capital reserve into share capital, 3 shares will be added to all shareholders for every 10 shares, and 7658160000 shares are expected to be added. After this conversion, the total share capital of the company will be increased to 33185360000 shares (the final accurate number shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch).
After the distribution plan is published and before implementation, if 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, it shall be adjusted accordingly in accordance with the principle of “the total amount of dividends remains unchanged”.
2. Legality and compliance of profit distribution plan
This year, the company achieved a sales revenue of 1.132 billion yuan, an increase of 446 million yuan over the same period last year, an increase of 64.91%, and the net profit attributable to listed companies was 422 million yuan, a year-on-year increase of 33.43%. As of December 31, 2021, the total assets of the company were 3.947 billion yuan and the owner’s equity attributable to the parent company was 2.452 billion yuan. See the company’s performance on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
The company’s proposed cash dividend accounts for 12.09% of the net profit attributable to the shareholders of the listed company in the current year, which meets the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividend of listed companies and the articles of association on the proportion of cash dividend.
The profit distribution plan for 2021 proposed by the company complies with the provisions of the company law, 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 issued by the CSRC and the articles of association, and complies with the profit distribution policies determined by the company The profit distribution plan and the cash dividend proportion commitment determined by the company in the prospectus are legal, compliant and reasonable.
2、 Does the profit distribution plan match the company’s performance growth
On the premise of ensuring the normal operation and long-term development of the company, this profit distribution plan takes into account the immediate and long-term interests of shareholders, fully considers the interests and reasonable demands of investors, matches the company’s operating performance and future development, and conforms to the company’s development plan.
3、 Opinions of independent directors
The independent directors agreed that the proposal on the company’s profit distribution plan for 2021 reviewed by the board of directors was made based on the company’s current development characteristics and financial situation, taking full account of the company’s current operation and long-term development needs, in line with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and taking full account of the actual situation of the company, There is no situation that damages the interests of shareholders, which is conducive to the sustainable and stable development of the company. The company’s proposal on the company’s profit distribution plan for 2021 was deliberated and adopted at the 21st Meeting of the second board of directors. The voting procedure is open and transparent, and the deliberation procedure complies with the relevant provisions of laws, regulations and the articles of association. The independent directors unanimously agreed to the proposal on the company’s profit distribution plan for 2021 and agreed to submit it to the general meeting of shareholders for deliberation.
4、 Opinions of the board of directors and the board of supervisors
At the 21st Meeting of the second board of directors, the company deliberated and adopted the proposal on the company’s profit distribution plan for 2021. The board of directors and the board of supervisors agreed that the company’s profit distribution and capital reserve conversion plan for 2021 matched the company’s performance growth, met the needs of the company’s actual business and future development, fully considered the interests of minority shareholders, and met the company’s current financial The operation status and the long-term development needs of the company comply with the company law of the people’s Republic of China and other laws, administrative regulations, normative documents and the provisions of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) articles of association, and are legal, compliant and reasonable. It is agreed to submit the company’s proposal on the company’s profit distribution plan for 2021 to the company’s 2021 annual general meeting for deliberation.
5、 Other instructions
Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders and performed the obligation of confidentiality and prohibition of insider trading to relevant insiders. This profit distribution plan must be submitted to the company’s 2021 annual general meeting for deliberation and approval. Please pay attention to the investment risks.
6、 Documents for future reference
1. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) the resolution of the 21st Meeting of the second board of directors; 2. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors’ prior approval opinions on matters related to the 21st Meeting of the second board of directors;
3. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) the resolution of the 14th meeting of the second board of supervisors; 4. Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors’ independent opinions on matters related to the 21st Meeting of the second board of directors.
It is hereby announced.
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) board of directors April 14, 2022
