Securities code: Sanhe Tongfei Refrigeration Co.Ltd(300990) securities abbreviation: Sanhe Tongfei Refrigeration Co.Ltd(300990) Announcement No.: 2022038 Sanhe Tongfei Refrigeration Co.Ltd(300990)
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.
Sanhe Tongfei Refrigeration Co.Ltd(300990) (hereinafter referred to as “the company”), the 2021 annual equity distribution plan has been deliberated and approved by the 2021 annual general meeting of shareholders held on May 17, 2022. Now the equity distribution is announced as follows:
1、 The general meeting of shareholders deliberated and approved the profit distribution and the conversion of capital reserve into share capital
1. Sanhe Tongfei Refrigeration Co.Ltd(300990) (hereinafter referred to as “the company”) the 2021 annual profit distribution and capital reserve conversion to share capital plan has been deliberated and approved at the 2021 annual general meeting of shareholders held on May 17, 2022. The profit distribution plan is: Based on the company’s total share capital of 52000000 shares as of December 31, 2021, a cash dividend of RMB 10.00 (tax included) will be distributed to all shareholders for every 10 shares, and the total cash dividend to be distributed is RMB 5200000000 (tax included). Instead of bonus shares, 8 shares will be converted to all shareholders with capital reserve for every 10 shares, with a total of 41 Shanghai Pudong Development Bank Co.Ltd(600000) shares. After the conversion, the total share capital of the company will be increased to 93 Shanghai Pudong Development Bank Co.Ltd(600000) shares. If the total share capital of the company changes after the disclosure of the profit distribution and capital reserve converted into share capital scheme in 2021 and before its implementation, the company will adjust the distribution proportion accordingly according to the total share capital on the equity registration date when the scheme is implemented according to the principle of “the total amount of cash dividends and the total amount of capital reserve converted into share capital remain unchanged”.
2. From the disclosure of the distribution plan to the implementation period, the total share capital of the company has not changed.
3. The distribution plan implemented this time is consistent with the distribution plan approved by the general meeting of shareholders of the company.
4. The implementation of the distribution plan has not been more than two months since it was deliberated and approved by the general meeting of shareholders of the company.
2、 Equity distribution scheme
The company’s annual equity distribution plan for 2021 is: Based on the company’s existing total share capital of 52000000 shares, Distribute RMB 10.00 in cash to all shareholders for every 10 shares (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 9.00 yuan 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 bonus 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). At the same time, the capital reserve shall be converted into 8 shares for every 10 shares to all shareholders.
[Note: according to the principle of first in, first out, the holding period is calculated by taking the investor’s securities account as the unit. If the holding period is less than 1 month (including 1 month), the tax shall be paid for every 10 shares; if the holding period is more than 1 month to 1 year (including 1 year), the tax shall be paid for every 10 shares; if the holding period is more than 1 year, the tax shall not be paid.]
Before the dividend, the total share capital of the company was 52 million shares, and after the dividend, the total share capital increased to 93 Shanghai Pudong Development Bank Co.Ltd(600000) shares. 3、 Equity registration date and ex dividend date
The registration date of this equity distribution is May 26, 2022, and the ex right and ex interest date is May 27, 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 Corporation Limited (hereinafter referred to as “Shenzhen Branch”) after the closing of Shenzhen Stock Exchange on the afternoon of May 26, 2022.
5、 Equity distribution method
1. The converted shares will be directly recorded into the shareholder’s securities account on May 27, 2022. For the part less than one share generated in the process of share conversion, one share shall be distributed to the shareholders in order of the mantissa from the largest to the smallest after the decimal point (if the mantissa is the same, it shall be distributed by the system in random order among those with the same mantissa) until the actual total number of share conversions is consistent with the total number of shares converted this time.
2. 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 27, 2022. 3. The cash dividends of the following A-Shares shall be distributed by the company itself: restricted shares before the initial public offering.
During the application period of equity distribution business (application date may 18, 2022 to equity registration date May 26, 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 self assigned shareholders, all legal liabilities and consequences shall be borne by the company itself.
6、 The starting trading date of the tradable shares transferred this time with no sale conditions is May 27, 2022.
7、 Statement of changes in shares
Before and after this change
Nature of shares quantity (shares) proportion (%) capital reserve quantity (shares) proportion (%) converted to increase (shares)
1、 Restricted conditions: 390 Shenzhen Quanxinhao Co.Ltd(000007) 5.00% of outstanding shares 312 Shenzhen Quanxinhao Co.Ltd(000007) 02 Shenzhen Quanxinhao Co.Ltd(000007) 5.00%
2、 Tradable shares without restrictions 130 China Vanke Co.Ltd(000002) 5.00% 104 China Vanke Co.Ltd(000002) 34 China Vanke Co.Ltd(000002) 5.00%
3、 Total share capital 520 Ping An Bank Co.Ltd(000001) 00.00% 416 China Baoan Group Co.Ltd(000009) 36 Ping An Bank Co.Ltd(000001) 00.00%
Note: the specific number of shares after this change shall be subject to the equity structure table provided by CSDCC Shenzhen Branch.
8、 Adjust relevant parameters
1. After the share conversion, the net income per share in 2021 is 1.2815 yuan based on the dilution of 93 Shanghai Pudong Development Bank Co.Ltd(600000) new shares.
2. In the prospectus for initial public offering and listing on GEM, the relevant shareholders of the company promised that if the shares they hold are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price; Within 6 months after the listing of the issuer’s shares, if the closing price of the shares is lower than the issuing price for 20 consecutive trading days (if the issuer carries out ex rights and ex interests due to the distribution of cash dividends, stock dividends, conversion of share capital, issuance of new shares and other reasons after the listing, it shall be subject to the right resumption treatment in accordance with the relevant provisions of the stock exchange), or the closing price at the end of 6 months after the listing is lower than the issuing price, The lock up period of the issuer’s shares held by it shall be automatically extended for at least 6 months.
After the implementation of the company’s annual equity distribution in 2021, the above minimum reduction price will also be adjusted accordingly. 9、 Relevant consultation methods
Address: No. 30, Chongyi Road, Sanhe Economic Development Zone, Hebei
Contact: Xu Zheng Tel.: 03163215889 Fax: 03163215889 email: [email protected]. 10、 Documents for future reference 1. Resolutions of the 10th meeting of the second board of directors; 2. Resolutions of the 2021 annual general meeting of shareholders; 3. Documents confirming the specific schedule of equity distribution by CSDCC Shenzhen Branch; 4. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Sanhe Tongfei Refrigeration Co.Ltd(300990) board of directors may 19, 2022
