Stock Code: 360 Security Technology Inc(601360) stock abbreviation: 360 Security Technology Inc(601360) No.: 2022020 360 Security Technology Inc(601360)
Announcement of profit distribution plan 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:
Distribution ratio: cash dividend of RMB 1 (tax included) will be distributed for every 10 shares, no bonus shares will be given, and no accumulation fund will be converted into share capital.
The profit distribution is based on the number of shares to be distributed registered on the equity distribution registration date (the total share capital minus the balance of shares in the company’s special securities repurchase account) and the specific date will be specified in the equity distribution implementation announcement.
If the total share capital of the company or the number of shares to be distributed changes before the equity registration date of equity distribution, it is proposed to maintain the distribution proportion per share unchanged, adjust the total distribution accordingly, and make a separate announcement on the specific adjustment. 1、 Contents of profit distribution plan
Audited by Deloitte Touche Tohmatsu (special general partnership), as of December 31, 2021, the company’s profit available for distribution at the end of the period was 10939243 million yuan. According to the resolution of the 8th meeting of the 6th board of directors of the company, the profit distribution plan for 2021 is as follows:
The company plans to distribute a cash dividend of RMB 1 (including tax) for every 10 shares based on the number of shares to be distributed registered on the equity distribution registration date (the total share capital deducting the balance of shares in the company’s special securities repurchase account), without giving bonus shares or increasing share capital with accumulation fund. As of the disclosure date of this announcement, the total share capital of the company is 7145363197 shares. After deducting 103954980 shares currently repurchased by the company in the special account, it is estimated that a total cash dividend of 70414082170 yuan (including tax) will be distributed. Since the company is still in the period of share repurchase, the final actual cash dividend amount of the company is determined according to the number of shares to be distributed on the equity registration date when the company implements the profit distribution plan (the total share capital deducting the share balance of the company’s special securities account for repurchase).
According to the relevant provisions of the rules on share repurchase of listed companies and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase, if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, it shall be regarded as a cash dividend of a listed company and included in the relevant proportion of cash dividend. In 2021, the Company repurchased the company’s shares through centralized bidding transaction, and the total paid capital was 53685230104 yuan, that is, the total amount of cash dividends of the company in 2021 was 124099312274 yuan, accounting for 137.55% of the company’s net profit attributable to shareholders of Listed Companies in 2021.
If, from the date of disclosure of this announcement to the date of equity distribution and equity registration, the total share capital or the number of shares to be distributed of the company changes due to the conversion of convertible bonds into shares / share repurchase / cancellation of equity incentive grant share repurchase / cancellation of major asset restructuring share repurchase, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly. If the subsequent total share capital or the number of shares to be distributed changes, the specific adjustment will be announced separately.
The profit distribution plan needs to be submitted to the general meeting of shareholders for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 8th meeting of the 6th board of directors on April 20, 2022 and adopted the profit distribution plan for 2021 with 5 affirmative votes, 0 negative votes and 0 abstention. The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The company’s profit distribution plan for 2021 comprehensively considers the company’s current profitability, cash flow level and future capital expenditure arrangement, which is in line with the actual situation of the company’s production and operation and the medium and long-term development plan, as well as the provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association. If the plan is not conducive to the healthy development of the company, it will harm the interests of investors if it is not conducive to the healthy distribution of profits. Therefore, we agree to the company’s profit distribution plan for 2021, and agree to submit it to the general meeting of shareholders for deliberation after it is reviewed and approved by the board of directors.
(III) opinions of the board of supervisors
After review, the board of supervisors of the company believes that the profit distribution of the company in 2021 fully takes into account the actual situation of the company, such as the company’s profitability, cash flow and capital demand, conforms to the company’s dividend policy and relevant laws and regulations, takes into account the long-term interests of the company, and conforms to the overall interests of all shareholders and the sustainable development of the company. 3、 Relevant risk tips
(I) this profit distribution plan combines the company’s development stage, future capital demand and other factors, and will not have a significant impact on the company’s earnings per share and operating cash flow, and will not affect the company’s normal operation and long-term development;
(II) the profit distribution plan can only be implemented after being deliberated and approved by the 2021 annual general meeting of shareholders. Please pay attention to the investment risks.
It is hereby announced.
360 Security Technology Inc(601360) board of directors April 22, 2022
