Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202232 Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on the implementation of annual equity distribution in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company”) paid a total of 8788083231 yuan of cash dividends (including tax) according to the principle of fixed cash dividend amount in the equity distribution plan of 2021. In 2021, no bonus shares will be given, nor will the capital reserve be converted into share capital.
In accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 9 – repurchase of shares and other relevant provisions, the company holds 2257800 shares through the special securities account for repurchase and does not participate in this equity distribution. The company will distribute cash dividends of RMB 2000394 (tax included) to all shareholders for every 10 shares based on the total share capital of 441575416 shares minus 439317616 shares repurchased in the special securities account for repurchase. The actual total cash dividends distributed are RMB 8788083231 (tax included).
1、 Consideration and approval of the equity distribution plan by the general meeting of shareholders
1. Specific contents of the distribution plan approved by the general meeting of shareholders of the company
The company held the 2021 annual general meeting of shareholders on March 31, 2022, and deliberated and passed the proposal on the 2021 annual profit distribution plan. The 2021 annual profit distribution plan is: Based on the total share capital of 439404116 shares after deducting the treasury shares in the repurchase account on December 31, 2021, the company will distribute cash dividends of 2 yuan (tax included) for every 10 shares to all shareholders, with a total of 8788082320 yuan (tax included), The remaining profits are carried forward to the next year. In 2021, no bonus shares will be given, nor will the capital reserve be converted into share capital.
2. According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the board of directors of the company did not agree on the principle of scheme adjustment in case of equity incentive exercise, convertible bond to equity swap, share repurchase, etc. after the announcement of the profit distribution and capital reserve to share capital scheme and before its implementation, The company shall, in accordance with the principle of “the amount of cash dividends, the amount of bonus shares and the amount of capital reserve converted into share capital shall be fixed”, disclose in the plan implementation announcement that the distribution and conversion proportion shall be calculated according to the latest total share capital of the company.
The profit distribution of the company is based on the principle that the amount of cash dividends is fixed, and a total of 8788082320 yuan of cash dividends (including tax) are distributed. The total share capital of the company has not changed from the disclosure of the distribution plan to the implementation period. Based on 441575416 shares of the company’s existing total share capital and 439317616 shares after deducting 2257800 shares in the special securities account for repurchase, the distribution proportion shall be adjusted according to the principle that the total amount of cash dividends distributed remains unchanged
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202232 only, the converted cash dividend for every 10 shares is 2000394 yuan (tax included), that is, the amount of this cash dividend / the total share capital of the company participating in this profit distribution = 8788082320 yuan / 439317616 shares = 02000394 yuan / share. 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 adopted by the general meeting of shareholders.
2、 Equity distribution plan implemented this time
The annual equity distribution plan of the company in 2021 is: Based on 439317616 shares of the company’s total existing share capital excluding 2257800 shares repurchased, Distribute RMB 2000394 in cash to all shareholders for every 10 shares (including tax; after tax deduction, the Hong Kong market investors holding shares through Shenzhen Stock connect (special note: the listed company shall determine the equity distribution and implement the announcement to retain or delete such investors according to whether they belong to the underlying securities of Shenzhen stock connect), QFII, rqfii, individuals holding pre IPO restricted shares and securities investment funds shall distribute RMB 1800355 for every 10 shares; The individual dividend and bonus tax on the restricted shares, equity incentive restricted shares and non tradable shares after the initial public offering is levied at a differentiated tax rate. The company will not withhold the individual income tax temporarily. When an individual transfers shares, the tax payable will be calculated according to his holding period [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 0400079 yuan for every 10 shares; if the shareholding is more than 1 month to 1 year (including 1 year), the supplementary tax is 0200039 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 25, 2022, and the ex right and ex interest date is May 26, 2022.
4、 On the calculation principle and method of ex right and ex dividend price
Considering that the shares in the company’s special securities repurchase account will not participate in the annual equity distribution in 2021, the total amount of the company’s actual cash dividend = the total share capital actually participating in the distribution × Distribution ratio, i.e. 8788083231407 yuan = 439317616 shares × 02000394 yuan / share.
Since the company does not participate in the dividend when repurchasing shares, after the implementation of this equity distribution, according to the principle that the market value of shares remains unchanged, the total share capital of the company remains unchanged before and after the implementation of the equity distribution, and the proportion of the total cash dividend allocated to each share will be reduced. Therefore, when calculating the ex right and ex dividend price after the implementation of this equity distribution, the cash dividend per share should be calculated at 01990165 yuan / share (cash dividend per share = total cash dividend ÷ total share capital, i.e. 01990165 yuan)/
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202232 shares = 8788083231407 yuan ÷ 441575416 shares).
To sum up, on the premise that the equity distribution scheme remains unchanged, the ex right and ex interest price after the implementation of the annual equity distribution in 2021 shall be implemented in accordance with the above principles and calculation methods, that is, the ex right and ex interest price after the implementation of the equity distribution = the closing price on the equity registration date -01990165 yuan / share.
5、 Dividend distribution object
The objects of this distribution are all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch”) after the closing of Shenzhen Stock Exchange on the afternoon of May 25, 2022, except for the special securities repurchase account of the company.
6、 Equity distribution method
1. The cash dividend of A-share shareholders entrusted by the company to CSDCC Shenzhen Branch will be directly transferred to its capital account through the shareholder custody securities company (or other custody institution) on May 26, 2022. 2. The cash dividends of the following A-Shares shall be distributed by the company itself:
Serial number common securities account number shareholder name
1 08 448 Shanghai Kangfeng Investment Management Co., Ltd
2 00 362 Lu Renjun
3 01 902 Ma Yuhua
During the application period of equity distribution business (application date: May 18, 2022 to registration date: May 25, 2022), if the cash dividend entrusted to China Clearing Shenzhen Branch is insufficient due to the reduction of shares in the securities account of the shareholders, all legal liabilities and consequences shall be borne by our company.
7、 Advisory body:
Shanghai Zhezhong Group Co.Ltd(002346) Board Office
Address: No. 368, Canggong Road, Fengxian District, Shanghai zip code: 201424
Contact: Tian Yi, Li Lichuan Tel.: 02157403737
mail box: [email protected].
8、 Documents for future reference
1. The 16th meeting of the 4th board of directors;
2. Resolutions of the 2021 annual general meeting of shareholders.
It is hereby announced.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors may 18, 2002
