Securities code: Quectel Wireless Solutions Co.Ltd(603236) securities abbreviation: Quectel Wireless Solutions Co.Ltd(603236) Announcement No.: 2022019 Quectel Wireless Solutions Co.Ltd(603236)
Announcement on the company’s profit distribution and capital reserve conversion to share capital scheme in 2021
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 ratio per share and conversion ratio per share: cash dividend of 0.74 yuan per share (including tax) and conversion of 0.3 shares per share.
The profit distribution and capital reserve converted into share capital this time are based on the total share capital registered on the equity distribution registration date, and the specific date will be specified in the equity distribution implementation announcement.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution proportion per share and the conversion proportion per share unchanged, adjust the total amount of distribution and conversion, and make a separate announcement on the specific adjustment.
1、 Contents of profit distribution plan
According to the audit confirmation of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 35806020350 yuan, the statutory surplus reserve was 3491851194 yuan according to 10% of the after tax net profit of the parent company, no arbitrary surplus reserve was withdrawn, and the profit available for distribution to shareholders in 2021 was 32314169156 yuan. According to the resolution of the board of directors, the company plans to distribute profits and convert capital reserve into share capital in 2021 based on the total share capital registered on the date of equity distribution. The scheme of profit distribution and conversion of accumulation fund into share capital is as follows:
1. The company plans to distribute a cash dividend of 7.40 yuan (including tax) to all shareholders for every 10 shares. As of March 31, 2022, the total share capital of the company is 145370828 shares. Based on this calculation, the total cash dividend to be distributed is 10757441272 yuan (including tax). The cash dividends of the company in this year accounted for 30.04% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in 2021.
2. The company plans to increase 3 shares with capital reserve for every 10 shares to all shareholders. As of March 31, 2022, the total share capital of the company is 145370828 shares, and the total share capital of the company after this share conversion is 188982076 shares (the number of shares converted is rounded by the company according to the actual calculation results, and the final number of shares converted is subject to the actual result of China Securities Depository and Clearing Co., Ltd.).
If, from the date of disclosure of this announcement to the date of equity distribution and equity registration, the total share capital of the company changes due to the conversion of convertible bonds into shares, repurchase of shares, repurchase and cancellation of shares granted with equity incentives, repurchase and cancellation of shares in major asset restructuring, the company plans to maintain the proportion of distribution and increase per share, and adjust the total amount of profit and increase to be distributed accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately. The profit distribution and capital reserve conversion to share capital plan need to be submitted to the general meeting of shareholders for deliberation.
2、 Decision making procedure of this profit distribution plan
(I) the board of directors reviewed the profit distribution and capital reserve conversion to share capital scheme
On April 15, 2022, the company held the sixth meeting of the third board of directors, deliberated and adopted the proposal on the company’s 2021 profit distribution and conversion of capital reserve into share capital scheme with 5 affirmative votes, 0 abstention votes and 0 negative votes, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The independent directors believe that the company’s profit distribution and capital reserve conversion to share capital scheme in 2021 comply with the company law, the articles of association and other relevant provisions, take full account of the company’s profitability in 2021, future development capital needs, shareholders’ return on investment and other comprehensive factors, and are in line with the interests of the company and all shareholders. It is agreed that this profit distribution and the plan of converting capital reserve into share capital shall be submitted to the 2021 annual general meeting of the company for deliberation.
(III) opinions of the board of supervisors
The company held the fifth meeting of the third session of the board of supervisors on April 15, 2022, and deliberated and adopted the proposal on the company’s 2021 profit distribution and capital reserve conversion to share capital scheme with 3 affirmative votes, 0 abstention votes and 0 negative votes. The board of supervisors held that the company’s 2021 profit distribution and capital reserve conversion to share capital scheme complied with the relevant provisions on dividends in the company law, the securities law and the articles of association, It conforms to the company’s dividend distribution policy, reflects the company’s return to investors, is conducive to the sustainable, stable and healthy development of the company, and does not harm the interests of investors. The board of supervisors agreed to the proposal.
3、 Relevant risk tips
(I) the profit distribution and capital reserve conversion to share capital scheme can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval, which is uncertain.
(II) the conversion of capital reserve to share capital has no material impact on the net asset rights and interests enjoyed by the shareholders of the company and their shareholding ratio. After the implementation of the conversion of capital reserve to share capital, the total share capital of the company will increase, and it is expected that the indicators such as earnings per share and net assets per share will be diluted accordingly. Please make rational judgment and pay attention to investment risks.
It is hereby announced.
Quectel Wireless Solutions Co.Ltd(603236) board of directors April 16, 2022
