Securities code: Jiangsu Jiejie Microelectronics Co.Ltd(300623) securities abbreviation: Jiangsu Jiejie Microelectronics Co.Ltd(300623) Announcement No.: 2022034
Securities code: 123115 securities abbreviation: jiejie convertible bonds
Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Announcement on 2021 profit distribution plan
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.
Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company”) held the 21st Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors on April 19, 2022, deliberated and adopted the profit distribution plan for Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021. This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. The specific situation is hereby announced as follows:
1、 Specific contents of 2021 annual profit distribution plan
According to the audit of Rongcheng Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 49705687237 yuan, the legal surplus reserve was 3 Jiangxi Chen Guang New Materials Co.Ltd(605399) 174 yuan, and the undistributed profit available for distribution in that year was 461 Shenzhen Weiguang Biological Products Co.Ltd(002880) 63 yuan. As of December 31, 2021, the undistributed profit available for distribution in the consolidated statements is 116894474231 yuan and the capital reserve is 96572213200 yuan; The undistributed profit available for distribution in the statement of the parent company is 86841902156 yuan and the capital reserve is 96572213200 yuan.
In order to actively repay shareholders and optimize the capital structure of the company, the company shares the operating results of the company’s development with all shareholders. According to the guidance of the CSRC on encouraging cash dividends of listed companies and giving stable and reasonable returns to investors, and on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, formulate the profit distribution plan for 2021:
According to the company’s Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan and other relevant regulations, the company will repurchase 57000 shares of restricted shares granted to some incentive objects but not lifted. At present, the repurchase and cancellation of the above-mentioned restricted shares have not been completed.
The company plans to distribute a cash dividend of RMB 1.26 (including tax) for every 10 shares based on the number of shares to be distributed on the equity registration date when the profit distribution plan of 2021 is implemented. As of the trading day before the 21st Meeting of the 4th board of directors (i.e. April 18, 2022), the total share capital of the company was 736723290 shares, and the number of shares to be distributed after the repurchase and cancellation of restricted shares was 736666290 shares. Based on this, a cash dividend of RMB 1.26 (including tax) was distributed to all shareholders for every 10 shares, no bonus shares were given, and no accumulation fund was converted into share capital, The total cash dividend to be distributed is 9281995254 yuan (including tax).
Since the convertible corporate bonds issued by the company (bond abbreviation: jiejie convertible bonds, bond Code: 123115) are still in the conversion period, if the total share capital of the company changes due to the conversion of convertible bonds into shares and restricted stock repurchase from the announcement of this profit distribution plan to the implementation, the company will take the total share capital on the date of profit distribution equity registration as the base, According to the principle of “unchanged distribution proportion” (i.e. cash dividend of RMB 1.26 (including tax) for every 10 shares to all shareholders, no bonus shares, and no conversion of provident fund into share capital), the total amount of cash dividend shall be adjusted accordingly. 2、 Legality and compliance of 2021 profit distribution plan
The company’s profit distribution plan for 2021 complies with the company law of the people’s Republic of China, accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and other relevant provisions, It conforms to the profit distribution policy and shareholder dividend return plan determined by the company, which is conducive to all shareholders to share the company’s operating results, and has legitimacy, compliance and rationality. 3、 Review procedures and relevant comments
The above plans were deliberated and adopted at the 21st Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors held by the company on April 19, 2022, and need to be submitted to the general meeting of shareholders for deliberation, which is in line with the provisions of the articles of association and deliberation procedures.
1. Opinions of the board of directors
The board of Directors believes that the profit distribution plan for Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 is in line with the actual situation of the company and conducive to the sustainable development of the company, and all directors agree to the profit distribution plan.
2. Opinions of the board of supervisors
The board of supervisors unanimously agreed that the 2021 profit distribution plan complies with the relevant provisions on dividends in the company law, the securities law and the articles of association, complies with the company’s dividend distribution policy, reflects the company’s return to investors, and the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 profit distribution plan has legitimacy, compliance and rationality.
3. Opinions of independent directors
The company’s profit distribution plan for 2021 complies with the notice on further implementation of matters related to cash dividends of listed companies, No. 3 guidance on supervision of listed companies – cash dividends of listed companies, company law, articles of association, shareholder return plan for Jiangsu Jiejie Microelectronics Co.Ltd(300623) next three years (20212023) and other relevant provisions of the CSRC, and the review procedure is legal and compliant. The profit distribution plan comprehensively considers the profit level and future development potential of the company. The formulation of the plan pays attention to the return of shareholders, which is also conducive to the long-term development of the company. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Relevant risk tips
Before the disclosure of this profit distribution plan, the company strictly controlled the scope of insiders of inside information, and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders to prevent the disclosure of inside information.
The profit distribution plan can only be implemented after being deliberated and approved by the 2021 annual general meeting of shareholders. There is uncertainty. Please pay attention to the investment risks.
5、 Documents for future reference
1. Jiangsu Jiejie Microelectronics Co.Ltd(300623) the resolution of the 21st Meeting of the 4th board of directors;
2. Jiangsu Jiejie Microelectronics Co.Ltd(300623) the resolution of the 20th meeting of the 4th board of supervisors;
3. Jiangsu Jiejie Microelectronics Co.Ltd(300623) independent directors’ independent opinions on matters related to the 21st Meeting of the 4th board of directors;
4. Registration form of insiders.
It is hereby announced.
Jiangsu Jiejie Microelectronics Co.Ltd(300623) board of directors
April 19, 2022
