Securities code: Zhongyan Technology Co.Ltd(003001) securities abbreviation: Zhongyan Technology Co.Ltd(003001) Announcement No.: 2022057 Zhongyan Technology Co.Ltd(003001)
Announcement on the implementation of annual equity distribution 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.
Special tips:
1. A cash dividend of 1.96 yuan (including tax) will be distributed for every 10 shares, no bonus shares will be given, and no accumulation fund will be converted into share capital.
2. Ex right and ex dividend price after the implementation of annual equity distribution in 2021 = (closing price on the day before ex right and ex dividend date – cash dividend per share) ÷ 1 = closing price on the day before ex right and ex dividend date -0195730 yuan / share.
3. Implement differentiated dividends.
1、 Consideration and approval of the equity distribution plan by the general meeting of shareholders
1. On May 10, 2022, the 2021 annual general meeting of shareholders of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as “the company” or “the company”) deliberated and adopted the proposal on the 2021 annual profit distribution plan. The profit distribution plan to be carried out in 2021 is as follows: up to now, the latest total share capital is 127926796 shares. After deducting 127750726 shares of the company’s total share capital after the proposed repurchase and cancellation of restricted shares that do not meet the conditions for lifting the restrictions on sales, it is proposed to distribute a cash dividend of 1.96 yuan (tax included) to all shareholders for every 10 shares. Based on this calculation, the total cash dividend to be distributed is 2503914230 yuan (tax included), no bonus shares will be given, and no accumulation fund will be converted into share capital, The remaining undistributed profits are carried forward to subsequent years.
2. Before the equity registration date of equity distribution, if the total share capital of the company and the number of restricted shares to be repurchased and cancelled by the company change, the distribution proportion shall be adjusted accordingly based on the latest total share capital and the principle that the total distribution amount remains unchanged.
3. The distribution plan implemented this time is consistent with the distribution plan and its adjustment principles deliberated and adopted by the general meeting of shareholders.
4. The implementation of the distribution plan has not been more than two months since it was considered and approved by the general meeting of shareholders.
2、 Equity distribution scheme
The annual equity distribution plan of the company in 2021 is as follows: up to now, the total share capital of the company is 127926796 shares, deducting 127750726 shares of the total share capital of the company after the proposed repurchase and cancellation of restricted shares that do not meet the conditions for lifting the restrictions on sales as the base, and distributing 1.96 yuan (including tax) in cash to all shareholders for every 10 shares, The total amount of cash dividends distributed is 2503914230 yuan (tax included; after tax deduction, Hong Kong market investors, QFII, rqfii, individuals holding pre IPO restricted shares and securities investment funds holding shares through Shenzhen Stock connect will pay RMB 1764000 for every 10 shares; the individual dividend tax on post IPO restricted shares, equity incentive restricted shares and unlimited tradable shares will be levied at a differentiated tax rate, and the company will not withhold individual income tax temporarily. When individuals transfer shares, it will be calculated according to their holding period Tax amount [note]; The red profit tax involved in securities investment funds holding post IPO restricted shares, equity incentive restricted shares and non tradable shares shall be levied at 10% on the fund units held by Hong Kong investors and differentiated tax rate on the fund units held by mainland investors).
[Note: according to the principle of first in, first out, the shareholding period is calculated in the unit of the investor’s securities account. If the shareholding is within 1 month (including 1 month), the supplementary tax is 0392000 yuan for every 10 shares; if the shareholding is more than 1 month to 1 year (including 1 year), the supplementary tax is 0196000 yuan for every 10 shares; if the shareholding is more than 1 year, the supplementary tax is not required.]
3、 Equity registration date and ex dividend date
The registration date of this equity distribution is May 24, 2022, and the ex right and ex interest date is May 25, 2022.
4、 Equity distribution object
The objects of this distribution are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of Shenzhen Stock Exchange on the afternoon of May 24, 2022.
5、 Equity distribution method
1. The cash dividends of A-share shareholders entrusted by the company to CSDCC Shenzhen Branch will be directly transferred to their capital account through shareholder custody securities companies (or other custody institutions) on May 25, 2022.
2. The cash dividends of the following A-Shares shall be distributed by the company itself: equity incentive restricted shares and restricted shares before IPO. Because some incentive objects in the company’s equity incentive plan do not meet the conditions for lifting the restrictions on sales, the restricted shares granted but not unlocked are going through the repurchase and cancellation procedures. The restricted shares repurchased and cancelled do not enjoy cash dividends, and the company will make corresponding treatment in accordance with the incentive plan and relevant regulations.
6、 Adjust relevant parameters
1. Wang Lijian, the controlling shareholder and actual controller of the company, and Wu Jianbo and Wu Siyu, the persons acting in concert; Liu Jianguo, Shi Zigang, Liu Guanglei, song Dejun (at that time), Liu Yan, the directors and senior managers of the company, Shijiazhuang Zhongyan Investment Management Center (limited partnership), a shareholder holding more than 5% of the company’s shares, promised in the announcement on the listing of initial public offering shares and Niu Hui, a newly appointed senior executive of the company after listing that if the company’s shares are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price. After this ex right and ex dividend, the above minimum reduction price limit will also be adjusted accordingly.
2. Calculation basis of ex right and ex interest of this differentiated dividend
According to the trading rules of Shenzhen Stock Exchange, the company calculates the ex right (interest) reference price according to the following formula:
Ex right (interest) reference price = [(previous closing price – cash dividend per share) + allotment price × Share change ratio] ÷ (1 + share change ratio)
On the premise of ensuring that the equity distribution plan remains unchanged, the company will distribute the shares based on 127750726 shares after deducting the shares to be repurchased. It plans to distribute a cash dividend of 1.96 yuan (tax included) to all shareholders for every 10 shares. Based on this calculation, the total cash dividend to be distributed is 2503914230 yuan (tax included). Since this dividend is a differentiated dividend, the cash dividend in the above formula refers to the cash dividend per share calculated according to the dilution adjustment of total share capital. The calculation formula is as follows:
Cash dividend per share = total cash dividend ÷ total share capital = 2503914230 ÷ 127926796 ≈ 0195730 yuan / share;
According to the company’s profit distribution plan for 2021, the company will only distribute cash dividends this time without giving bonus shares and increasing share capital. Therefore, the ex right and ex dividend price after the implementation of the annual equity distribution in 2021 = (closing price on the day before the ex right and ex dividend date – cash dividend per share) ÷ 1 = closing price on the day before the ex right and ex dividend date -0195730 yuan / share.
7、 Advisory body
Consulting address: 12 / F, Tongjing building, No. 2, Apple Garden Road, Shijingshan District, Beijing
Contact: Niu Pengfei
Tel.: 010 Fujian Foxit Software Development Joint Stock Co.Ltd(688095) 59
Fax: 01068800097
8、 Documents for future reference
1. Resolutions of the second meeting of the third board of directors of the company;
2. Resolutions of the 2021 annual general meeting of shareholders of the company;
3. CSDCC Shenzhen Branch confirms the documents related to the specific timing of dividend distribution.
It is hereby announced.
Zhongyan Technology Co.Ltd(003001) board of directors may 19, 2022
