Western Regions Tourism Development Co.Ltd(300859) : Announcement on the company’s profit distribution plan for 2021

Securities code: Western Regions Tourism Development Co.Ltd(300859) securities abbreviation: ST Xiyu Announcement No.: 2022015

Western Regions Tourism Development Co.Ltd(300859)

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.

Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “the company”) held the 9th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors on April 26, 2022, deliberated and adopted the proposal on profit distribution plan in 2021, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information will be announced as follows:

1、 2021 profit distribution plan

According to the audit of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company according to the consolidated criteria in 2021 was 2695098241 yuan, and the accumulated profit available for distribution to shareholders at the end of 2021 was 14912037529 yuan. The parent company realized a net profit of 2685330679 yuan in 2021, and the accumulated profit available for distribution to shareholders of the parent company was 18717246174 yuan at the end of 2021.

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 has formulated a profit distribution plan for 2021 as follows: the company plans to distribute cash dividends of RMB 1.00 (including tax) for every 10 shares based on the total share capital of 155000000 shares on December 31, 2021, A total cash dividend of RMB 15.5 million.00 (including tax) will be distributed, no bonus shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward 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、 Explanation on the legality and compliance of this profit distribution plan

The notice of the CSRC on the implementation of the relevant provisions of the company’s annual profit distribution plan of listed companies (No. 2023) and the relevant provisions of the CSRC on the implementation of the company’s profit distribution plan of listed companies, as well as the relevant provisions of the CSRC’s annual profit distribution plan of listed companies (No. 2023), It is beneficial for all shareholders to share the company’s operating results, which is in line with the actual situation of the company at this stage and the needs of future operation and development. The profit distribution plan is legal, compliant and reasonable.

3、 Procedural consideration

(I) opinions of the board of directors

The board of Directors believes that the profit distribution plan considers that the company is in the development stage, combined with the company’s profitability and industry conditions, takes into account the immediate and long-term interests of shareholders on the premise of conforming to the profit distribution principle and ensuring the normal operation and long-term development of the company, and complies with the relevant provisions on profit distribution in the company law and the articles of association, It is agreed to submit the proposal on profit distribution plan for 2021 to the general meeting of shareholders of the company for deliberation.

(II) opinions of the board of supervisors

After deliberation, the board of supervisors held that the company’s profit distribution plan for 2021 complies with relevant laws and regulations and the relevant provisions on profit distribution in the articles of association, takes full account of the company’s current development stage, business scale, capital demand and other factors, and meets the company’s development needs. 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 company’s profit distribution plan for 2021 complies with relevant laws, regulations and the articles of association, conforms to the current actual situation of the company, takes into account the overall interests of all shareholders of the company and the sustainable development of the company, and does not damage the interests of shareholders, especially small and medium-sized shareholders. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and submit it 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

1. Western Regions Tourism Development Co.Ltd(300859) the resolution of the 9th meeting of the 6th board of directors;

2. Western Regions Tourism Development Co.Ltd(300859) the resolution of the 8th meeting of the 6th board of supervisors;

3. Independent opinions of independent directors on matters related to the ninth meeting of the sixth board of directors.

It is hereby announced.

Western Regions Tourism Development Co.Ltd(300859) board of directors April 27, 2022

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