Securities code: Zwsoft Co.Ltd(Guangzhou)(688083) securities abbreviation: Zwsoft Co.Ltd(Guangzhou)(688083) Announcement No.: 2022026 Zwsoft Co.Ltd(Guangzhou)(688083)
Announcement on annual profit distribution in 2021 and the plan of converting capital reserve into share capital
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 legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
Distribution ratio per share: cash dividend of 10 yuan (including tax) will be distributed for every 10 shares, and 4 shares will be added to all shareholders for every 10 shares with capital reserve.
The capital reserve converted into share capital this time is based on the total share capital registered on the equity distribution registration date, and the specific date will be specified in the equity distribution implementation announcement.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the proportion of conversion to increase per share unchanged, adjust the total amount of conversion to increase accordingly, and make a separate announcement on the specific adjustment.
1、 Contents of profit distribution plan
According to the audit of Zhitong Certified Public Accountants (special general partnership), as of December 31, 2021, the distributable profit of Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as “the company”) at the end of the period was RMB 323383900. According to the resolution of the 17th meeting of the 5th board of directors of the company, the profit distribution and conversion of capital reserve into share capital are as follows:
1. In 2021, the company plans to distribute profits based on the total share capital registered on the date of equity distribution, and plans to distribute cash dividends of RMB 10.00 (including tax) to all shareholders for every 10 shares. As of April 11, 2022, the total share capital of the company is 61943857 shares. Based on this calculation, the total cash dividend to be distributed is 61943900 yuan (including tax). The company’s cash dividends accounted for 34.10% of the net profit attributable to the shareholders of the parent company this year.
2. The company plans to increase 4 shares for every 10 shares to all shareholders with capital reserve. Based on the company’s total share capital of 61943857 shares as of April 11, 2022, a total of 24777543 shares have been increased. After the increase, the company’s total share capital has increased to 86721400 shares.
If the total share capital of the company changes between the date of disclosure of this announcement and the date of equity distribution and equity registration, the company plans to maintain the proportion of conversion to increase per share unchanged, adjust the total amount of conversion to increase accordingly, and will announce the specific adjustment separately.
The 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.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as “the company”) held the 17th meeting of the 5th board of directors on April 24, 2022, deliberated and adopted the proposal on canceling some proposals of the 2021 annual general meeting of shareholders and the proposal on the company’s 2021 annual profit distribution and conversion of capital reserve into shares, And agreed to submit the proposal on the company’s 2021 annual profit distribution and capital reserve to share capital scheme to the company’s 2021 annual general meeting for deliberation.
(II) opinions of independent directors
All independent directors of the company believe that: after review, we believe that the company’s annual profit distribution and conversion of capital reserve into share capital in 2021 comply with the company law of the people’s Republic of China, guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, Zwsoft Co.Ltd(Guangzhou)(688083) Charter (hereinafter referred to as the “articles of association”) and other relevant provisions. The proposal on the company’s annual profit distribution in 2021 and the conversion of capital reserve into share capital is put forward on the premise of ensuring the normal operation and long-term development of the company, comprehensively considering the actual operating performance, financial status, long-term development and other factors of the company, and fully considering the reasonable demands and investment returns of the majority of investors. It will not cause the shortage of working capital or other adverse effects of the company, which is conducive to the sustainable and stable development of the company. We unanimously agree on the matter and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
The company held the 14th meeting of the 5th board of supervisors on April 24, 2022, and deliberated and approved the proposal on canceling some proposals of the 2021 annual general meeting and the proposal on the company’s 2021 annual profit distribution and capital reserve conversion to share capital. The board of supervisors held that the proposal on the company’s 2021 annual profit distribution and capital reserve conversion to share capital took into account the immediate and long-term interests of shareholders, Meet the needs of normal operation and long-term development of the company. The proposal complies with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the relevant provisions of the company law, the securities law and the articles of association. It will not cause a shortage of working capital or other adverse effects of the company, and is conducive to the sustainable and stable development of the company.
3、 Relevant risk tips
This profit distribution plan comprehensively considers the company’s development stage, future capital demand and other factors, and will not have a significant impact on the company’s operating cash flow, normal operation and long-term development.
The profit distribution and capital reserve conversion to share capital scheme can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval.
It is hereby announced.
Zwsoft Co.Ltd(Guangzhou)(688083) board of directors April 25, 2022
