Securities code: Bomin Electronics Co.Ltd(603936) securities abbreviation: Bomin Electronics Co.Ltd(603936) Announcement No.: pro 2022026 Bomin Electronics Co.Ltd(603936)
Announcement on no profit distribution 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:
The profit distribution plan of the company in 2021 is: no cash dividend, no bonus shares, and no capital reserve converted into share capital.
Reasons why the company plans not to make profit distribution in 2021: the company implemented share repurchase in 2021, with the repurchase amount of 9310473380 yuan (excluding transaction costs), accounting for 38.49% of the net profit attributable to the shareholders of the parent company in the consolidated statements of 2021, which has met the relevant provisions of the listed company on profit distribution policies; At the same time, considering the company's daily production and operation development and the need to supplement working capital, the company plans not to distribute profits in 2021.
The profit distribution plan has been deliberated and approved at the 18th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1、 Contents of profit distribution plan
Audited by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 241871900 yuan, and the accumulated undistributed profit of the parent company at the end of the period was 5442821 million yuan. After deliberation at the 18th meeting of the 4th board of directors of the company, it is proposed that no cash dividend, bonus shares and capital reserve will be transferred to share capital in 2021. The undistributed profits of the company will be used to ensure the daily production and operation development of the company and supplement the needs of working capital. The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Description of no cash dividend in this year
On February 5, 2021, the eighth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the repurchase of the company's shares by means of centralized bidding transaction. From February 22, 2021 to December 31, 2021, the company has repurchased 7625100 shares through centralized bidding transactions, accounting for 1.49% of the total share capital of the company, and the total amount of funds used is 9310473380 yuan (excluding transaction costs).
According to the provisions of the rules on share repurchase of listed companies, the opinions on supporting share repurchase of listed companies and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase of listed companies, if a listed company repurchases shares by means of centralized bidding and offer with cash as consideration, the amount of share repurchase implemented in the current year shall be regarded as cash dividend, The proportion of cash dividends included in the calculation of the year. Based on this calculation, the amount of cash dividends of the company in this year accounts for 38.49% of the net profit attributable to the shareholders of the parent company in the consolidated statements. From 2019 to 2021, the cumulative amount of cash dividends (including the amount of cash repurchased shares in 2021) for three consecutive years accounts for 64.82% of the average annual distributable profits realized in the three years, which is in line with the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the articles of association Relevant provisions on profit distribution policy in the company's plan for shareholders' dividend return in the next three years (20212023).
3、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 18th meeting of the 4th board of directors on April 14, 2022, deliberated and adopted the proposal on the company's profit distribution plan in 2021 with 8 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to submit the proposal to the company's 2021 annual general meeting for deliberation.
(II) opinions of independent directors
The company's profit distribution plan for 2021 complies with the provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022), opinions on supporting the repurchase of shares by listed companies and the articles of association. When the company has used 9310473380 yuan (excluding transaction costs) to repurchase shares in 2021, The no profit distribution plan made by the board of directors of the company is conducive to meeting the company's daily business development and long-term development plan, and there is no damage to the interests of the company and shareholders. We unanimously agreed to the proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
The board of supervisors believes that the company's profit distribution plan for 2021 complies with the provisions of relevant laws and regulations and the articles of association. The profit distribution plan for this year fully considers the company's current profitability, business development needs, capital needs and other factors, which can ensure the reasonable return of shareholders and take into account the sustainable development of the company. The plan is legitimate and reasonable. Therefore, we agree that the company will not make profit distribution in 2021. 4、 Relevant risk tips
(I) this profit distribution plan comprehensively considers the current development stage, future capital demand and other factors of the company, and will not affect the normal operation and long-term development of the company.
(II) this profit distribution plan needs to be submitted to the company's 2021 annual general meeting for deliberation. Please pay attention to the investment risks.
It is hereby announced.
Bomin Electronics Co.Ltd(603936) board of directors April 18, 2022
