Securities code: 002107 securities abbreviation: Shandong Wohua Pharmaceutical Co.Ltd(002107) Announcement No.: 2022-009 Shandong Wohua Pharmaceutical Co.Ltd(002107)
Announcement on 2021 profit distribution plan
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.
Shandong wohua Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the company) held the 17th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors on January 19, 2022, and deliberated and adopted the company’s profit distribution plan for 2021, which needs to be submitted to the shareholders’ meeting of the company for deliberation. Relevant matters are hereby announced as follows:
1、 2021 profit distribution plan of the company
Audited by YONGTUO Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is 163392002.72 yuan, deducting 16405997.61 yuan of statutory surplus reserve withdrawn in accordance with the company law and the articles of association, plus 186780846.76 yuan of undistributed profit at the beginning of the previous year, Less: the profit of 2020 distributed in the reporting period is 150074496.00 yuan, and the profit available for distribution to shareholders in the consolidated statements is 183692355.87 yuan.
In 2021, the parent company realized a net profit of 164059976.13 yuan, deducting 16405997.61 yuan of legal surplus reserve withdrawn in accordance with the company law and the articles of association, plus 154373514.14 yuan of undistributed profit at the beginning of the year, minus 150074496.00 yuan of 2020 profit distributed in the reporting period, and the profit available for distribution by the parent company to shareholders was 151952996.66 yuan.
According to the principle of the lower of the parent company and the consolidated data, the profit available for shareholders of the company is 151952996.66 yuan.
In view of the company’s current operation and financial situation and in combination with its own strategic development plan, the company puts forward a profit distribution plan for 2021 on the premise of ensuring normal operation and sustainable development: it plans to distribute cash dividends of RMB 2.60 (including tax) to all shareholders for every 10 shares based on the total share capital of 577209600 shares on December 31, 2021, A total cash dividend of 150074496.00 yuan (including tax) will be distributed, no bonus shares will be given, and no accumulation fund will be converted into share capital.
After the distribution plan is published and before implementation, if the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, it shall be adjusted accordingly in accordance with the principle of “the total amount of cash dividends remains unchanged”.
2、 Legality and compliance of profit distribution plan
This profit distribution plan complies with the company law, the securities law and other laws and regulations, as well as the relevant provisions of the CSRC on the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and has legitimacy and compliance. The profit distribution plan takes into account the immediate and long-term interests of the company’s shareholders, comprehensively considers the company’s development and the interests of investors as far as possible, matches the company’s operating performance, will not cause the company’s shortage of working capital or other adverse effects, and is in line with the company’s development plan.
3、 Opinions of the board of directors
The company held the 17th meeting of the 6th board of directors on January 19, 2022, reviewed and approved the company’s profit distribution plan for 2021, and considered that the company’s profit distribution plan for 2021 comprehensively considered the characteristics of the company’s traditional Chinese medicine industry, the current development stage, its own business model, profitability and the possibility of major capital expenditure in the future Make prudent decisions and reasonably determine the cash dividend scheme. Comply with the relevant provisions of the company law and the requirements of the profit distribution policy and shareholder return planning in the articles of association, and have legitimacy, compliance and rationality. It is agreed to submit this profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Opinions of independent directors
When the board of directors deliberated on the proposal on the company’s profit distribution plan for 2021, the independent directors expressed their independent opinions and believed that the company’s profit distribution plan for 2021 was in line with the company law, the securities law, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and the articles of association of China Securities Regulatory Commission, Considering the actual long-term development and operation development of the company, it is conducive to better safeguard the long-term interests of the company and shareholders, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders. It is agreed to submit the profit distribution plan of the company to the 2021 annual general meeting of shareholders for deliberation.
5、 Opinions of the board of supervisors
The company held the 15th meeting of the 6th board of supervisors on January 19, 2022, reviewed and approved the company’s profit distribution plan for 2021, It is considered that the company’s profit distribution plan for 2021 complies with the company law, the securities law and other laws and regulations, as well as the relevant provisions of the CSRC on the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association. The company’s profit distribution plan for 2021 prepared by the board of directors comprehensively considers the characteristics, development stage and Profitability and other factors match the company’s total distributable profits, capital adequacy, growth and sustainable development, comply with the company’s actual situation and relevant policies and regulations, reflect the principle of reasonable return to shareholders, are conducive to the company’s healthy, stable and sustainable development, and have legitimacy, compliance and rationality, It is agreed to submit this profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
(I) resolutions of the 17th meeting of the 6th board of directors;
(II) resolutions of the 15th meeting of the 6th board of supervisors;
(III) independent opinions of the company’s independent directors on relevant matters.
It is hereby announced.
Shandong Wohua Pharmaceutical Co.Ltd(002107) board of directors January 19, 2002
