Securities code: Keeson Technology Corporation Limited(603610) securities abbreviation: Keeson Technology Corporation Limited(603610) Announcement No.: 2022006 Keeson Technology Corporation Limited(603610)
About profit distribution and in 2021
Announcement on the plan of converting capital reserve into share capital
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 proportion per share
Cash dividend of 0.4 yuan (including tax) per share of a shares; A shares increased by 0.28 shares per share.
The profit distribution and the conversion of accumulation fund into share capital are based on the total share capital registered on the equity registration date of equity distribution, and the specific date will be specified in the equity distribution implementation announcement.
If the total share capital of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”) changes before the equity registration date for the implementation of equity distribution, it is proposed to maintain the proportion of distribution and conversion to increase unchanged, adjust the total amount of distribution and conversion to increase per share accordingly, and announce the specific adjustment separately.
The profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval.
On April 15, 2021, the 23rd Meeting of the second board of directors and the 13th meeting of the second board of supervisors of the company deliberated and adopted the proposal on profit distribution and conversion of capital reserve into share capital in 2021, which will be submitted to the 2021 annual general meeting of shareholders for deliberation and approval, as follows:
1、 Main contents of 2021 profit distribution and capital reserve converted into share capital plan
Based on the actual operation and profitability of the company in 2021, audited by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the company in 2021 was 35711889959 yuan, of which the net profit realized by the parent company was 28134792450 yuan. According to the provisions of the company law and the articles of association, the statutory surplus reserve of 2813479245 yuan is withdrawn, the cash dividend of 10372952850 yuan in 2020 is deducted, and the undistributed profit of previous years is 71319063119 yuan. The distributable profit of the parent company as of December 31, 2021 is 86267423474 yuan. According to the resolution of the board of directors, the profit distribution plan is as follows:
1. The listed company plans to distribute a cash dividend of 4 yuan (including tax) for every 10 shares to all shareholders. As of December 31, 2021, the total share capital of the company is 280069727 shares. Based on this calculation, the total cash dividend to be distributed is 11202789080 yuan (including tax), accounting for 31.37% of the net profit attributable to the shareholders of the listed company in the current year.
2. The listed company plans to increase 2.8 shares for every 10 shares to all shareholders with capital reserve. As of December 31, 2021, the total share capital of the company is 280069727 shares. After this share conversion, the total share capital of the company is 358489251 shares.
If there is any change in the total share capital of the company from the date of disclosure of this announcement to the date of equity distribution and equity registration, the company plans to maintain the proportion of distribution and increase, and adjust the total amount of distribution and increase per share accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately.
After this profit distribution, the company’s remaining undistributed profits are carried forward to the next year. The profit distribution and capital reserve conversion plan need to be submitted to the 2021 annual general meeting 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 23rd Meeting of the second board of directors on April 15, 2022, and deliberated and adopted the proposal on profit distribution and conversion of capital reserve into share capital in 2021 with 6 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the company’s 2021 profit distribution and capital reserve to share capital plan fully considers the company’s development status and sustainable operation ability, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The proposal has fulfilled the necessary deliberation procedures and complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies on Shanghai Stock Exchange and other relevant laws and regulations, as well as the articles of association and the company’s shareholder return plan for the next three years (20192021). The company’s operation is in good condition. At present, the undistributed profits and capital reserve are sufficient. On the premise of ensuring the normal operation and sustainable development of the company, the plan for profit distribution and conversion of capital reserve into share capital is reasonable and feasible. Agree to the profit distribution plan and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
On April 15, 2022, the company held the 13th meeting of the second board of supervisors and adopted the proposal on profit distribution and capital reserve converted into share capital in 2021 with 3 affirmative votes, 0 negative votes and 0 abstention. The board of supervisors believed that the company’s 2021 profit distribution and capital reserve to share capital plan comprehensively considered the company’s business development needs and shareholders’ interests, complied with relevant laws and regulations and the articles of association, and fulfilled relevant decision-making procedures. It agreed to submit the plan to the company’s 2021 annual general meeting for deliberation.
3、 Relevant risk tips
(I) analysis of the impact of cash dividends on earnings per share, cash flow status, production and operation of listed companies this profit distribution plan takes into account the company’s development stage, 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.
(II) description of other risks
The profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. It is hereby announced.
Keeson Technology Corporation Limited(603610) April 18, 2022