Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Announcement No.: 2022008 Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Announcement on the plan of profit distribution and conversion of capital reserve into share capital 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.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) held the 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors on April 18, 2022, and deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021, which needs to be submitted to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows:
1、 Basic information of 2021 profit distribution and capital reserve conversion plan
The net profit attributable to the shareholders of the listed company in the consolidated statement of 2021 is 11108187527 yuan, after deducting the legal surplus reserve of 1128867278 yuan withdrawn in accordance with the company law and the articles of association, plus the undistributed profit of 15142398378 yuan at the beginning of the year, the profit available for distribution to shareholders in the consolidated statement is 25121718627 yuan; In 2021, the parent company realized a net profit of 11288672780 yuan. After deducting the statutory surplus reserve of 1128867278 yuan withdrawn in accordance with the company law and the articles of association and adding the undistributed profit of 15146617334 yuan at the beginning of the year, the profit available for distribution to shareholders of the parent company was 25306422836 yuan. According to the principle of the lower of the parent company and the consolidated data, the profit available for shareholders of the company is 25121718627 yuan.
In view of the current operation and financial situation of the company and in combination with its own strategic development plan, the company puts forward the plan for profit distribution and conversion of capital reserve into share capital in 2021 on the premise of ensuring normal operation and sustainable development: it plans to distribute cash dividends of 3.00 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 80000000 shares on December 31, 2021, with a total of 24 million.00 yuan; No capital reserve shall be converted into share capital, no bonus shares shall be given, and the remaining undistributed profits shall be carried forward to the next year.
After the distribution plan is published and before its 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 according to the principle of “the amount of cash dividends, the amount of bonus shares and the amount of capital reserve converted into share capital are fixed”.
2、 Relevant review procedures
1. Opinions of the board of directors
At the 12th meeting of the second board of directors held on April 18, 2022, the company reviewed and passed the proposal on the 2021 profit distribution and capital reserve conversion plan. The board of directors of the company believes that the plan for profit distribution and conversion of capital reserve into share capital in 2021 prepared by the company complies with the company law, guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations and the relevant provisions of the articles of Association. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Opinions of the board of supervisors
At the 10th meeting of the second board of supervisors held on April 18, 2022, the company deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. After review, the board of supervisors believes that the plan for profit distribution and conversion of capital reserve into share capital in 2021 prepared by the company is in line with the actual situation of the company, the provisions of relevant laws and regulations and the articles of association, does not damage the interests of shareholders, especially small and medium-sized shareholders, and is conducive to the normal operation and healthy development of the company. It is agreed to submit the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Opinions of independent directors
The independent directors of the company believe that the profit distribution plan complies with laws, regulations, the articles of association and other relevant provisions, conforms to the company’s development strategy and actual operation, is conducive to the sustainable and stable development of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, Approve the company’s proposal on profit distribution and capital reserve conversion to share capital plan in 2021 and submit it to the company’s 2021 annual general meeting for deliberation.
3、 Other instructions
The profit distribution plan complies with the relevant provisions of the company law, the securities law and other laws and regulations and the articles of association, and is legal and compliant. The profit distribution plan takes into account the immediate and long-term interests of the company’s shareholders, matches the company’s operating performance, will not cause a shortage of working capital or other adverse effects, and is in line with the company’s development plan.
The proposal on the 2021 profit distribution and capital reserve conversion plan must be submitted to the 2021 annual general meeting of the company for deliberation and approval before implementation. This matter is still uncertain. Please pay attention to the investment risks.
4、 Documents for future reference
1. Resolution of the 12th meeting of Suzhou Huaya Intelligence Technology Co.Ltd(003043) the second board of directors; 2. Resolution of the 10th meeting of Suzhou Huaya Intelligence Technology Co.Ltd(003043) the second board of supervisors;
3. Independent director’s independent opinions on matters related to the 12th meeting of the second board of directors. It is hereby announced!
Suzhou Huaya Intelligence Technology Co.Ltd(003043) board of directors April 19, 2022
