Securities code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) securities abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Announcement No.: 2022031 bond Code: 127057 bond abbreviation: Panlong convertible bond
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
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.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company”) held the 22nd Meeting of the third board of directors and the 19th meeting of the third board of supervisors on April 22, 2022, deliberated and adopted the proposal on the company’s profit distribution plan in 2021 respectively, and submitted the proposal to the company’s 2021 annual general meeting for deliberation. The basic information of the distribution plan is hereby announced as follows:
1、 Basic information of profit distribution plan
According to the standard unqualified audit report [xksbz [2022] No. zf10476] issued by Lixin Certified Public Accountants (special general partnership), the consolidated net profit attributable to the shareholders of the listed company in 2021 was 9316990699 yuan, of which the parent company realized a net profit of 7495445885 yuan. According to the provisions of the company law and the articles of association, after the parent company’s net profit of 7495445885 yuan is taken as the base, the statutory surplus reserve of 749544589 yuan is withdrawn at 10%, plus the undistributed profit of 32902483527 yuan in the previous year, the dividend of 1282936867 yuan in 2020 is distributed, and the undistributed profit of the parent company at the end of 2021 is 38365447956 yuan.
In accordance with the provisions of laws, regulations and the articles of association, considering the company’s financial situation and the actual needs of business development, the company plans to distribute profits based on 8554360000 shares of the total share capital registered on the date of equity distribution (deducting the company’s repurchased shares) in 2021, and distribute cash dividends of RMB 1.80 (including tax) for every 10 shares to all shareholders, with a total of 1539784800 (including tax). The ratio of the total cash dividends to be distributed in the current year to the net profit attributable to the shareholders of the listed company in 2021 is 16.53%.
If the total share capital of the company changes due to the conversion of convertible bonds into shares, repurchase of shares, repurchase and cancellation of shares granted with equity incentives, repurchase and cancellation of shares in major asset restructuring, etc. from the date of announcement and disclosure of the distribution plan to the date of equity distribution and equity registration, the company plans to maintain the total distribution and adjust the distribution proportion per share accordingly. If the total share capital changes subsequently, the specific adjustment will be announced separately.
The company does not have the right to participate in profit distribution and the conversion of capital reserve into share capital if it repurchases its shares held in the special account.
2、 Relevant approval procedures and opinions
(I) opinions of the board of directors
The profit distribution plan of the company complies with the relevant provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and conforms to the actual situation of the company. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
After review, we believe that the company’s 2021 profit distribution plan complies with the relevant provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association and the actual situation of the company. The procedure of the board of directors to consider the proposal on the company’s 2021 profit distribution plan complies with the provisions of relevant laws, regulations and the articles of association, It is conducive to better safeguard the long-term interests of the company and shareholders without damaging the interests of the company and shareholders, especially small and medium-sized investors. We agree to the profit distribution plan formulated by the board of directors and submit the proposal on the company’s profit distribution plan for 2021 to the company’s 2021 annual general meeting for deliberation.
(III) opinions of the board of supervisors
The company’s profit distribution plan for 2021 complies with the company law, the articles of association, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions, conforms to the actual situation of the company, is conducive to the long-term stable and healthy development of the company and does not harm the interests of the shareholders of the company.
3、 Other instructions
This profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval, and there is still uncertainty. Please invest rationally and pay attention to investment risks.
4、 Documents for future reference
1. Resolutions of the 22nd Meeting of the third board of directors of the company; 2. Resolutions of the 19th meeting of the third board of supervisors of the company; 3. Independent opinions of independent directors on matters related to the 22nd Meeting of the third board of directors of the company Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) board of directors April 26, 2022
