Securities code: Beijing Quanshi World Online Network Information Co.Ltd(002995) securities abbreviation: Beijing Quanshi World Online Network Information Co.Ltd(002995) Announcement No.: 2022034 Beijing Quanshi World Online Network Information Co.Ltd(002995)
Announcement on the plan for profit distribution and conversion of capital reserve into share capital in 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.
Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company") held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors on April 26, 2022. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 of the company was reviewed and approved. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of 2021 profit distribution plan
1. Distributable profits of the company in 2021
According to the audit report of 2021 issued by Tianzhi International Certified Public Accountants (special general partnership), the company realized a net profit of 5562123465 yuan in 2021, including 5409797329 yuan of net profit attributable to shareholders of listed companies, 252471773 yuan of statutory reserve, and 36852693120 yuan of undistributed profit at the beginning of last year. As of December 31, 2021, The distributable profit in the consolidated statements of the listed company is 38776518676 yuan, and the distributable profit in the statements of the parent company is 18171078025 yuan. The balance of the capital reserve of the parent company is 55735723146 yuan, of which the capital stock premium is 54471714847 yuan.
2. 2021 profit distribution plan of the company
In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the CSRC, combined with the actual operation, development stage and future capital needs of the company, and fully considering the reasonable demands of the majority of investors, on the premise of ensuring the normal operation and long-term development of the company, The profit distribution plan for 2021 proposed by the company is as follows: Based on the total share capital of 91371000 shares as of December 31, 2021, the company plans to distribute cash dividends of RMB 2.2 (tax included) to all shareholders for every 10 shares, with a total cash dividends of RMB 2010162000 (tax included), no bonus shares, and the remaining undistributed profits are carried forward for subsequent annual distribution. At the same time, the capital reserve is converted into share capital, and 4 shares are converted for every 10 shares, with a total of 36548400 shares. The amount of conversion does not exceed the balance of "capital reserve - share capital premium" at the end of the reporting period. After conversion, the total share capital of the company increased to 127919400 shares.
Before the implementation of this distribution plan, if the total share capital of the company changes due to share repurchase, exercise of equity incentive objects, conversion of convertible bonds into shares, refinancing and listing of new shares, the distribution proportion of profit distribution and capital reserve into share capital is to be adjusted according to the principle of unchanged total distribution.
The profit distribution plan complies with the provisions of relevant laws and regulations such as the company law, the accounting standards for business enterprises, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, and the profit distribution policy determined in the articles of association and the plan on the return of dividends to shareholders in the next three years.
The profit distribution plan and the plan for converting capital reserve into share capital match the actual operation, performance growth and future development of the company, and fully consider the long-term and sustainable development of the company, the reasonable balance between future capital use demand and shareholder return, which is conducive to all shareholders sharing the company's operating results and does not harm the interests of shareholders, especially the interests of small and medium-sized shareholders, The implementation of the plan will not cause the shortage of working capital or other adverse effects of the company. 2、 Decision making procedures for performance
The above profit distribution proposal has been deliberated and approved at the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, and the independent opinions approved by the independent directors need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1. Opinions of the board of directors
The company's 2021 profit distribution and capital reserve to share capital plan are in line with the actual situation of the company and the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the company. It is conducive to the normal operation and healthy long-term development of the company and does not damage the interests of the company's shareholders, especially small and medium-sized shareholders. Agree to the profit distribution and capital reserve conversion to share capital plan, and submit the proposal to the 2021 annual general meeting for deliberation.
2. Opinions of independent directors
The independent directors of the company believe that the company's 2021 profit distribution and capital reserve to share capital plan comprehensively considers the company's development strategy, profit prospect, future capital use demand, shareholder return planning and other factors, which is in line with the actual situation of the company, It complies with the relevant laws, regulations and normative documents such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, as well as the profit distribution policies in the articles of association and the plan for shareholders' dividend return in the next three years, which is conducive to the healthy and sustainable development of the company and in line with the interests of the company and all shareholders, There is no situation that damages the rights and interests of the company's shareholders, especially the minority shareholders; The relevant decision-making mechanism and deliberation procedures comply with the provisions of the articles of association and relevant laws and regulations, and agree to the profit distribution and capital reserve to share capital plan proposed by the company.
3. Opinions of the board of supervisors
After deliberation, the board of supervisors held that the company's profit distribution plan for 2021 complies with the company law, accounting standards for business enterprises The profit distribution policies stipulated in the notice on further implementing matters related to cash dividends of listed companies, the CSRC's guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws and regulations, as well as the articles of association and the shareholder dividend return plan for the next three years have taken into account the current and long-term interests of shareholders and fully considered the interests and reasonable demands of investors, Match with the company's business performance and future development, and comply with the company's development plan.
3、 Other instructions
1. Before the disclosure of the profit distribution plan and the plan of converting the accumulation fund into share capital, the company strictly controlled the scope of insiders, and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders to prevent the disclosure of insider information.
2. The profit distribution plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company, which is uncertain. Please pay attention to investment risks.
4、 Documents for future reference
1. Resolution of the fourth meeting of the third board of directors of the company;
2. Resolution of the fourth meeting of the third board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors;
It is hereby announced.
Beijing Quanshi World Online Network Information Co.Ltd(002995) board of directors April 27, 2022
