Securities code: Zhe Kuang Heavy Industry Co.Ltd(300837) securities abbreviation: Zhe Kuang Heavy Industry Co.Ltd(300837) Announcement No.: 2022011 Zhe Kuang Heavy Industry Co.Ltd(300837)
Announcement on the company’s profit distribution plan for 2021
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.
Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as “the company”) held the 17th meeting of the third board of directors and the 16th meeting of the third board of supervisors on April 21, 2022. The proposal on the company’s profit distribution plan in 2021 was deliberated and adopted respectively. This matter still needs to be submitted to the company’s 2021 annual general meeting for deliberation and approval. The specific situation is hereby announced as follows:
1、 Basic information of profit distribution plan
According to the audit confirmation of Zhonghui Certified Public Accountants (special general partnership), the parent company realized a total net profit of 15796028160 yuan in 2021, and the consolidated statement of net profit attributable to the owner of the parent company in 2021 was 157 Sanan Optoelectronics Co.Ltd(600703) 99 yuan. In accordance with the provisions of the company law and the articles of association, the company has withdrawn 451979927 yuan of statutory surplus reserve. After the withdrawal of statutory surplus reserve this time, the cumulative amount of statutory surplus reserve of the company has reached 50% of the share capital and will not be withdrawn. After deducting the cash dividend of RMB 30000000 for 2020 distributed by the company on April 27, 2021, as of December 31, 2021, the accumulated undistributed profit of the parent company was RMB 53474828709 and the undistributed profit in the consolidated statements was RMB 53378501212.
In accordance with the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations and the articles of association, and on the premise of taking into account the development stage of the company and the interests of shareholders, the company formulates the profit distribution plan for 2021 as follows: Based on the total share capital of the company on December 31, 2021, Distribute a cash dividend of 3 yuan (including tax) to all shareholders for every 10 shares, do not give bonus shares, do not convert the capital reserve into share capital, and carry forward the remaining undistributed profits for annual distribution in the future.
If the share capital of the company changes from the announcement of the plan to the implementation of the plan, the company will adjust the equity distribution plan according to the principle of unchanged total distribution.
2、 Legality and compliance of profit distribution plan
The company’s profit distribution plan for 2021 complies with the company law, the securities law, the accounting standards for business enterprises, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the CSRC’s regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and other relevant provisions, and complies with the company’s profit distribution policy The shareholder return plan and relevant commitments made are conducive to all shareholders to share the company’s operating results, meet the actual situation of the company at this stage and the needs of future business development, and the profit distribution plan is legal, compliant and reasonable.
3、 Description of relevant opinions
(I) opinions of the board of directors
The board of Directors believes that the profit distribution plan combines the actual development situation of the company, comprehensively considers the sustainable development of the company and the reasonable investment return to the majority of investors, is conducive to sharing the operating results of the company’s growth with all shareholders, and complies with the relevant provisions on profit distribution in the company law and the articles of association. It agrees to submit the proposal on profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
After deliberation, the board of supervisors believes that the company’s profit distribution plan for 2021 matches the company’s operating performance and future development, complies with the company’s profit distribution policy, the company law, the securities law, the accounting standards for business enterprises, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, It does not harm the interests of shareholders, especially minority shareholders, and is conducive to the sustainable, healthy and stable development of the company.
(III) opinions of independent directors
After verification, the independent directors of the company believe that the formulation of the profit distribution plan of the company in 2021 comprehensively considers the current operation and development of the company and the interests of the majority of investors, conforms to the actual situation of the company at this stage and the needs of future operation and development, and matches the performance growth of the company. The company’s profit distribution plan for 2021 complies 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 relevant laws, regulations and the articles of association, or damage to the interests of the company’s shareholders, especially small and medium-sized shareholders. We unanimously agree to the company’s profit distribution plan for 2021 and agree that the board of directors will submit the plan to the general meeting of shareholders for deliberation.
4、 Other instructions
This profit distribution plan can only be implemented after being deliberated and approved by the general meeting of shareholders. There is uncertainty. Please invest rationally and pay attention to investment risks.
5、 Documents for future reference
(I) resolutions of the 17th meeting of the third board of directors; (II) resolutions of the 16th meeting of the third board of supervisors; (III) independent opinions of independent directors on matters related to the 17th meeting of the third board of directors. It is hereby announced.
Zhe Kuang Heavy Industry Co.Ltd(300837) board of directors April 25, 2022
