Securities code: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) securities abbreviation: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) Announcement No.: 2022026 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
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.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) hereinafter referred to as "the company" held the third meeting of the third board of directors and the third meeting of the third board of supervisors on April 21, 2022, which reviewed and passed the proposal on the company's profit distribution plan in 2021. This matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. The details are as follows:
1、 Specific contents of profit distribution plan
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 4689015524 yuan; As of December 2021, the company's undistributed capital reserve was RMB 545665666 yuan, and the company's consolidated balance sheet was as of December 2021; As of December 31, 2021, the undistributed profit on the balance sheet of the parent company was 21111445186 yuan and the capital reserve was 54768956865 yuan.
In accordance with the company law, the articles of association, the shareholders' dividend return plan for the three years after the company's listing (20212023) and the relevant provisions of the CSRC on cash dividends of listed companies, and in combination with the company's sustainable and healthy development strategy in the future, the company's profit distribution plan for 2021 is: Based on the total number of 42390000 shares of the company as of December 31, 2021, Distribute cash dividends of RMB 5.00 (including tax) to all shareholders for every 10 shares, and the total cash dividends distributed are RMB 2119500000 (including tax); At the same time, the capital reserve was used to increase 5 shares for every 10 shares to all shareholders, with a total of 21195000 shares. After the increase, the total share capital of the company increased to 63585000 shares. The remaining undistributed profits are carried forward and distributed in subsequent years.
If the company's share capital changes from the date when the board of directors deliberates and approves the profit distribution plan to the date before the implementation of the plan, the company will adjust the distribution proportion according to the principle of "total cash dividends and total converted share capital are fixed" based on the total share capital on the equity registration date when the distribution plan is implemented.
2、 Legality and compliance of profit distribution plan
This profit distribution plan complies with the provisions of the company law, accounting standards for business enterprises, notice on further implementation of matters related to cash dividends of listed companies, guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, articles of association and other provisions, as well as the profit distribution policy, profit distribution plan, long-term return plan of shareholders and relevant commitments made by the company, It is conducive to all shareholders to share the operating results of the company. This profit distribution plan meets the needs of the company's future operation and development, and has legitimacy, compliance and rationality.
On the premise of ensuring the normal operation and long-term development of the company, the plan takes into account the immediate and long-term interests of shareholders, reflects the principle of the company's positive return to shareholders, complies with the relevant contents of the articles of association and the shareholder dividend return plan for three years after the company's listing (20212023) promised before the initial public offering and listing, will not cause a shortage of working capital of the company, and is in line with the company's strategic planning and development expectations.
3、 Matching between the profit distribution plan of 2021 and the growth of the company
At present, the company's operation is normal and its financial situation is stable. The profit distribution plan for 2021 is put forward on the premise of ensuring the normal operation and long-term development of the company and comprehensively considering the company's operation and development and the interests of investors, which matches the company's operating performance and future development.
4、 Review procedures and opinions of independent directors
(I) deliberations of the board of directors
The third meeting of the third board of directors of the company deliberated and approved the proposal on the company's profit distribution plan in 2021. The board of directors believed that the company's profit distribution plan in 2021 comprehensively considered the return on investment of investors and the needs of the company's future sustainable development, was conducive to sharing the operating results of the company's growth with all shareholders, and was in line with the relevant provisions on profit distribution in the articles of association, Comply with the profit distribution policy determined by the company and relevant commitments made. Therefore, it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
The third meeting of the third session of the board of supervisors of the company deliberated and passed the proposal on the company's profit distribution plan in 2021. The board of supervisors considered that the company's profit distribution plan in 2021 was consistent with the company's operation in recent years and the company's relevant profit distribution policies, and actively rewarded the company's investors, which was conducive to the sustainable development of the company. There was no damage to the company and shareholders, and agreed to the company's profit distribution plan in 2021.
(III) independent opinions of independent directors
After review, the independent directors believe that the profit distribution plan of the company meets the actual situation of the company and the needs of future business development; Comply with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws and regulations; There is no violation of laws, regulations and the articles of association, and there is no damage to the interests of shareholders, especially minority shareholders.
To sum up, as an independent director of the company, we agree to the profit distribution plan of the board of directors and submit the matter to the general meeting of shareholders for deliberation.
5、 Other relevant matters
1. In the process of planning and discussing this profit distribution plan, the company strictly follows the relevant provisions of laws, regulations, normative documents and the company's system to control the insiders within the minimum range, timely register the list of insiders and their personal information, and take strict confidentiality measures to prevent the disclosure of this profit distribution plan.
2. The profit distribution plan can only be implemented after being reviewed and approved by the company's 2021 annual general meeting of shareholders. Please pay attention to the investment risks.
6、 Documents for future reference
Resolutions of the third meeting of the third board of directors of the company;
The third meeting of the board of supervisors;
Independent opinions of independent directors on matters related to the third meeting of the third board of directors.
It is hereby announced.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) board of directors
April 25, 2002
