Securities code: Aoshikang Technology Co.Ltd(002913) securities abbreviation: Aoshikang Technology Co.Ltd(002913) Announcement No.: 2022028
Aoshikang Technology Co.Ltd(002913)
Announcement on the plan for 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.
Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as “the company”) held the 2nd meeting on April 19, 2022
The fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors deliberated and adopted the
Proposal on the plan for profit distribution and conversion of capital reserve into share capital, which needs to be submitted to the general meeting of shareholders for deliberation. The details are hereby announced as follows:
1、 Basic information of profit distribution plan
(I) specific contents of profit distribution plan
Proposer: Mr. Cheng Yong, chairman and one of the actual controllers of the company
Reason for proposal:
According to the 2021 annual audit report issued by Tianzhi International Certified Public Accountants (special general partnership),
In 2021, the parent company realized a net profit of 48105013544 yuan. In accordance with the provisions of the company law and the articles of association, 658375300 yuan of legal surplus reserve was withdrawn, plus 45963517402 yuan of undistributed profits at the beginning of the year
After deducting 19824276550 yuan from the profit distribution plan in 2020, the undistributed profit at the end of 2021
It is 735879096 yuan. According to the principle of the lower one between the parent company and the consolidated profit available for distribution, the actual profit available for distribution of the company
The distributed profit is 735879096 yuan.
Based on the company’s stable operation, good cash flow and future strategic development vision in 2021, in order to actively repay shareholders and share the operating results of the company’s development with all shareholders, the company’s profits are comprehensively considered
On the premise of level, financial condition, normal operation and long-term development, one of the actual controllers of the company, the chairman
Mr. Cheng Yong put forward the plan for profit distribution and conversion of capital reserve into share capital.
Bonus shares (shares) dividend (yuan) conversion of accumulation fund into share capital (shares)
0.17.00 per ten shares 10
The total amount of distribution is proposed to be distributed to all shareholders for every 10 shares based on the company’s current total share capital of 160960968 shares
Pay cash dividend of 17 yuan (including tax) without bonus shares; At the same time, 10 shares for every 10 shares shall be converted to all shareholders by converting capital reserve into share capital.
If before the implementation of the distribution plan, the total share capital of the company changes due to share repurchase, equity incentive exercise, implementation of employee stock ownership plan, refinancing and listing of new shares, the total number of distributable shares on the equity registration date when the distribution plan is implemented in the future will be taken as the base, and the total amount of profit distribution will be adjusted accordingly according to the principle of unchanged distribution proportion per share, The capital reserve shall be adjusted accordingly according to the principle that the proportion of conversion to increase per share remains unchanged.
(II) legality and compliance of profit distribution plan
The plan complies with the company law, accounting standards for business enterprises, guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “standardized operation of the main board”), the articles of association and other relevant provisions, complies with the profit distribution policies determined by the company, and is conducive to all shareholders to share the operating results of the company, The conversion of capital reserve to share capital is conducive to expanding the scale of the company’s share capital and optimizing the company’s share capital structure.
The implementation of the plan will not cause the shortage of working capital or other adverse effects of the company.
(III) matching between the high transfer scheme and the company’s growth
From 2019 to 2021, the company’s basic earnings per share were 1.84 yuan, 2.40 yuan and 3.17 yuan respectively, all higher than 1 yuan; The net profit of the company is 267512 million yuan, 3492467 million yuan and 4901605 million yuan respectively, and the net profit is positive and shows a continuous growth trend. After the implementation of the plan of converting every 10 shares into 10 shares, the earnings per share in 2021 will become 1.52 yuan, higher than 0.5 yuan based on the comprehensive dilution standard. The amount of this increase does not exceed the amount of the company’s “capital reserve – capital stock premium” at the end of the reporting period, and the remaining undistributed profits are transferred to future years for distribution.
Therefore, the plan complies with item (III) of article 6.5.12 of the standard operation of the main board, “if the net profit has continued to grow in the last two years and the earnings per share in the last three years has not been less than 1 yuan, if the Listed Company deems it necessary to disclose the high transfer scheme, it shall fully disclose the main considerations and rationality of the high transfer, and the earnings per share after the transfer shall not be less than 0.5 yuan”. At the same time, the company does not have the relevant circumstances stipulated in article 6.5.13 of the standardized operation of the main board that “if the net profit in the reporting period is negative, the net profit decreases by more than 50% year-on-year, or the earnings per share after share transfer is less than 0.2 yuan, the high transfer scheme shall not be disclosed”.
This plan is based on the actual operation and profitability of the company in 2021, as well as the expectation and strategic planning for the future development prospect of the company. On the premise of ensuring the normal operation and long-term development of the company, the plan fully considers the interests and reasonable demands of the majority of investors, especially small and medium-sized investors, and is put forward to actively repay all shareholders. It is in line with the company law The articles of association and the company’s shareholder dividend return plan for the next three years (20202022) and other relevant provisions have legitimacy, compliance and rationality, take into account the immediate and long-term interests of shareholders, and match the company’s operating performance and future development.
2、 Shareholding changes of the proposing shareholders, controlling shareholders and their persons acting in concert, Dong Jiangao (hereinafter referred to as relevant shareholders) and the lifting of restrictions on restricted shares held by them
1. Due to the cancellation of restricted stock repurchase in 2018, the number of shares held by Ms. Kuang Li and Ms. Wang Fengjiao, the supervisors of the company, decreased by 880 shares and 915 shares respectively on March 22, 2022. There was no change in shares of other relevant shareholders in the three months before the disclosure of this plan.
2. Relevant shareholders do not have a reduction plan within three months after the disclosure of this plan. If there is a reduction plan in the next four to six months, they will perform the obligation of information disclosure in accordance with relevant regulations.
3. The relevant shareholders did not have the expiration of the restricted sale period of the restricted shares held in the three months before and after the disclosure of this plan.
3、 Relevant risk tips
1. This plan has no material impact on the return on net assets of the company during the reporting period; If investors increase their shares in the same proportion, there will be no material impact on their shareholding ratio. After the implementation of this plan, the total share capital of the company will be increased from 160960968 shares to 321921936 shares. It is expected that the earnings per share will be diluted from 3.17 yuan to 1.52 yuan, and the net assets per share will be diluted from 21.89 yuan to 10.94 yuan.
2. The distribution plan needs to be reviewed and approved by the general meeting of shareholders, and there is uncertainty. Please pay attention to the investment risks.
4、 Other instructions
1. The profit distribution plan has been deliberated and adopted at the fourth meeting of the third board of directors of the company. All directors unanimously voted in favour of the plan, and the independent directors of the company expressed their independent opinions on the plan.
2. The proposer, Mr. Cheng Yong, promised to vote in favor of the profit distribution plan at the general meeting of shareholders.
3. Before the disclosure of this plan, the company strictly controlled the scope of insiders, and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders to prevent the disclosure of insider information.
5、 Documents for future reference
1. Resolutions of the fourth meeting of the third board of directors; 2. The fourth meeting of the third board of supervisors; 3. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors; 4. Relevant commitments of the proposer. It is hereby announced.
Aoshikang Technology Co.Ltd(002913) board of directors
April 20, 2022
