Securities code: Ningbo Color Master Batch Co.Ltd(301019) securities abbreviation: Ningbo Color Master Batch Co.Ltd(301019) Announcement No.: 2022019 Ningbo Color Master Batch Co.Ltd(301019)
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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Distribution ratio / conversion ratio: cash dividend of 5.00 yuan (including tax) for every 10 shares; Add 5 shares for every 10 shares.
2. The profit distribution and capital reserve converted into share capital are based on the total share capital of 80000000 shares on December 31, 2021.
3. If the share capital of the company changes from December 31, 2021 to the date of equity registration when the equity distribution plan is implemented, the total amount of distribution shall be adjusted accordingly according to the implementation plan based on the changed share capital and the principle of “total cash dividends, total bonus shares and total amount of capital reserve converted into share capital”.
Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as “the company”) held the 16th meeting of the first board of directors and the 11th meeting of the first board of supervisors on April 22, 2022, deliberated and approved the proposal on the company’s profit distribution in 2021 and the conversion of its reserve fund into share capital. This proposal needs to be submitted to the company’s 2021 annual general meeting for deliberation. The specific contents are as follows: 1 Basic information of profit distribution and capital reserve converted into share capital plan
Audited by Lixin Certified Public Accountants (special general partnership), the net profit of the company in 2021 was 10888029020 yuan, plus the undistributed profit of 11033874988 yuan at the beginning of the year, and the statutory surplus reserve was 1088802902 yuan in 2021. As of December 31, 2021, the cumulative distributable profit of the company was 20833101106 yuan.
In order to actively repay shareholders and optimize the company’s share capital structure, in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, combined with the current operation and development of the company, and on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, the equity distribution plan for 2021 is formulated as follows:
1. Based on the company’s total share capital of 80000000 shares as of December 31, 2021, the company plans to distribute cash dividends of RMB 5.00 (including tax) for every 10 shares to all shareholders, with a total of RMB 40000000 (including tax).
2. Based on the company’s total share capital of 80000000 shares as of December 31, 2021, the company plans to increase 5 shares with capital reserve for every 10 shares to all shareholders, and the amount of increase does not exceed the balance of “capital reserve – capital stock premium” at the end of the reporting period. After this conversion, the total share capital of the company increased to 120000000 shares.
(the final accurate quantity shall be subject to the quantity actually registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “csdct Shenzhen Branch”).
From December 31, 2021 to the date of equity distribution and equity registration, 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, the company will adjust the total amount of distribution and the amount of conversion according to the principle of unchanged distribution proportion. The balance that does not exceed the “capital reserve – capital stock premium” at the end of the reporting period and the remaining undistributed profits are carried forward for subsequent annual distribution. 2、 Legality and compliance of profit distribution plan
The profit distribution plan complies with the company law, accounting standards for business enterprises, notice on further implementing matters related to cash dividends of listed companies, No. 3 guidance on supervision of listed companies – cash dividends of listed companies, articles of association and other provisions, complies with the company’s shareholder dividend return plan and profit distribution policy, and is conducive to all shareholders to share the company’s operating results. This profit distribution plan meets the needs of the company’s future operation and development, and has legitimacy, compliance and rationality. 3、 Approval procedures and relevant opinions
1. Deliberations of the board of directors
On April 22, 2022, the company held the 16th meeting of the first board of directors, deliberated and approved the plan for profit distribution and conversion of capital reserve into share capital in 2021, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberation of the board of supervisors
On April 22, 2022, the company held the 11th meeting of the first board of supervisors, deliberated and approved the plan for profit distribution and conversion of capital reserve into share capital in 2021, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Opinions of independent directors
The company’s profit distribution plan for 2021 and the conversion of its reserve fund into share capital match the growth of the company’s performance, meet the requirements of the articles of association and relevant laws and regulations on profit distribution, do not harm the interests of the company’s shareholders, especially the minority shareholders, and are conducive to the normal operation and healthy development of the company. We unanimously agree to the profit distribution plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 4、 Relevant risk tips
1. This profit distribution plan still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and can only be implemented after deliberation. Please invest rationally and pay attention to investment risks.
2. Before the disclosure of this profit distribution plan, the company strictly controls the scope of insiders, performs the obligation of confidentiality and prohibition of insider trading for insiders who know this matter, and makes filing and registration. 5、 Documents for future reference
1. Resolutions of the 16th meeting of the first board of directors;
2. Resolution of the 11th meeting of the first board of supervisors
3. Independent opinions of independent directors on matters related to the 16th meeting of the first board of directors;
4. Other documents required by Shenzhen Stock Exchange.
Ningbo Color Master Batch Co.Ltd(301019) board of directors April 25, 2022
