Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022022 Tellgen Corporation(300642)
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.
Tellgen Corporation(300642) (hereinafter referred to as “the company”) held the 10th meeting of the third board of directors on April 22, 2022, deliberated and adopted the proposal on the company’s profit distribution plan in 2021. The relevant matters are hereby announced as follows:
1、 Specific contents of 2021 profit distribution plan
Audited by Lixin Certified Public Accountants (special general partnership), the consolidated statements of Tellgen Corporation(300642) 2021 realized a net profit of 16108276414 yuan attributable to the shareholders of the listed company, and the parent company realized a net profit of 11152361437 yuan in 2021. As of December 31, 2021, the undistributed profit in the consolidated statement of the company is 66821420345 yuan, and the undistributed profit in the statement of the parent company is 53315069939 yuan.
In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations of the CSRC, and in combination with the company’s shareholder dividend return plan, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”), the company’s profit distribution plan for 2021 is to distribute a cash dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of the company on the equity registration date minus the total number of shares of the company after the repurchase of shares in the special account when the distribution plan is implemented in the future; No bonus shares will be given for this profit distribution, and no capital reserve will be converted into share capital.
Among them, based on the total number of 163351839 shares of the company after deducting the current repurchase of special account shares from the total share capital on the disclosure date of this announcement, the total cash dividend of this equity distribution is 4083795975 yuan (including tax).
After the board of directors deliberates the profit distribution plan and before the implementation of profit distribution, if the share capital changes or the shares in the special repurchase account change, the total distribution will be adjusted according to the principle that the proportion of profit distribution per 10 shares remains unchanged.
After the implementation of the above profit distribution plan, the remaining undistributed profits will be accumulated for distribution in subsequent years.
2、 Relevant approval procedures and opinions
1. Deliberation opinions of the board of directors
The profit distribution plan for 2021 complies with the actual situation of the company, the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association of Tellgen Corporation(300642) company (hereinafter referred to as the “articles of association”) and other relevant provisions. The board of directors of the company agrees to the profit distribution plan for 2021 and submits it to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Independent opinions of independent directors
After verification, the independent directors believe that the company’s profit distribution plan for 2021 meets the requirements of laws and regulations and the company’s current profit distribution policy. Based on the actual situation of the company, the plan takes into account the reasonable demands of investors and the capital demand for the sustainable development of the company, which is conducive to the sustainable, stable and healthy development of the company. There is no damage to the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors. We unanimously agree with the profit distribution plan for 2021 formulated by the board of directors of the company.
3. Deliberation opinions of the board of supervisors
After review, the board of supervisors considered that the profit distribution plan for 2021 prepared by the board of directors of the company was in line with the profit distribution policy of the articles of association, the review procedures were legal and compliant, and the information disclosure about the cash dividend policy and its implementation was true, accurate and complete, and agreed to the profit distribution plan for 2021.
3、 Relevant description
1. Legality and compliance of profit distribution plan
The plan complies with the provisions and requirements of the company law, the accounting standards for business enterprises, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association, and has legitimacy, compliance and rationality. There will be no shortage of working capital of the company and no damage to the interests of minority shareholders. 2. Matching of profit distribution and growth of the company
In view of the company’s current stable operating capacity and good financial situation, combined with the company’s future development prospects and strategic planning, and on the premise of ensuring the company’s normal operation and long-term development, fully considering the interests and reasonable demands of investors, especially small and medium-sized investors, the proposed profit distribution plan is conducive to further sharing the operating results of the company’s development, taking into account the immediate and long-term interests of shareholders, And match with the company’s operating performance and future development.
3. Before the disclosure of this distribution plan, the company strictly controlled the scope of insiders and performed the obligation of confidentiality and prohibition of insider trading to relevant insiders.
4. Relevant risk tips: this profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Please pay attention to and pay attention to the investment risks.
4、 Documents for future reference
1. Resolutions of the 10th meeting of the third board of directors of the company;
2. Resolutions of the 8th meeting of the 3rd board of supervisors of the company;
3. Independent opinions of the company’s independent directors on matters related to the 10th meeting of the third board of directors;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Tellgen Corporation(300642) board of directors
April 22, 2022
