The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of the content.
This profit distribution plan was reviewed and approved at the 2021 annual general meeting of Hunan Aihua Group Co., Ltd. (hereinafter referred to as the “Company”) on April 28, 2022.
1. Issue year: 2021
2. Dispatch object:
All shareholders of the company registered in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “China Clearing Shanghai Branch”) after the close of the Shanghai Stock Exchange in the afternoon of the share registration day.
3. Differentiated dividend distribution scheme:
(1) The company’s 2021 annual profit distribution plan is: Based on the total share capital of 400,815,501 shares on the record date of equity distribution, deducting the number of shares in the special account for repurchase of 2,350,743 shares, that is, 398,464,758 shares, cash dividends will be distributed to all shareholders for every 10 shares. 3.00 yuan (tax included), a total cash dividend of 119,539,427.4 yuan (tax included).
(2) According to the “Company Law”, “Securities Law”, “Shanghai Stock Exchange Self-discipline Supervision Guidelines for Listed Companies No. 7 – Repurchase of Shares” and other laws, regulations, normative documents and the “Articles of Association”, the company’s repurchase special Shares in the account do not participate in profit distribution.
Ex-rights (dividend) reference price = (previous closing price – cash dividend) ÷ (1 + change ratio of tradable shares)
① According to the distribution plan approved by the resolution of the 2021 annual general meeting, the company will distribute the shares based on the number of shares after deducting the repurchased shares of 398,464,758 shares. Since this dividend is a differentiated dividend, the cash dividend in the above formula refers to the cash dividend per share calculated on the basis of the total share capital of the company before the implementation of the equity distribution. The calculation formula is as follows:
Cash dividend = (number of shares participating in this distribution × actual amount of cash dividend per share distributed) ÷ total share capital on the equity registration date for this equity distribution = (398,464,758 × 0.30) ÷ 400,815,501≈0.2982 yuan/share.
② According to the company’s 2021 annual profit distribution plan, the company only distributes cash dividends this time, and does not send shares or increase share capital. Therefore, the company’s tradable shares will not change, and the ratio of changes in tradable shares is 0.
Therefore, ex-rights (dividend) reference price = (previous closing price – 0.2982) ÷ (1+0)
3. Relevant dates
■
4. Implementation method of distribution
1. Implementation method
(1) The company’s repurchase of shares in the special account does not participate in profit distribution;
(2) All shareholders of the company are shareholders of tradable shares without selling restrictions. In addition to the company’s self-distribution, the dividends of other unrestricted tradable shares are entrusted to China Clearing Corporation Shanghai Branch through its capital clearing system to be registered with the Shanghai Stock Exchange after the market closes on the equity registration date, and the designated transactions have been processed by members of the Shanghai Stock Exchange. distributed to shareholders. Investors who have completed the designated transactions can receive cash dividends at their designated securities branches on the dividend distribution date. The dividends for shareholders who have not completed the designated transactions will be temporarily kept by China Clearing Corporation Shanghai Branch, and will be distributed after the designated transactions have been processed.
2. Self-issued objects
The company’s shareholders Hunan Aihua Holdings Co., Ltd. and Wang An’an’s cash dividends are directly distributed by the company in accordance with relevant regulations.
3. Tax deduction instructions
(1) For natural person shareholders and securities investment fund shareholders who hold the company’s unrestricted tradable shares
According to the “Notice on Issues Concerning the Implementation of the Differential Individual Income Tax Policies for Listed Companies’ Dividends and Bonuses” (Cai Shui (2012) No. 85) and the “Notice on Issues Concerning the Differential Individual Income Tax Policies for Listed Companies’ Dividends and Bonuses” (Cai Shui (2015) No. 101) ), if an individual obtains company stocks from the public offering and transfer market, and the holding period exceeds one year, the income from dividends and dividends will be temporarily exempted from personal income tax, and a cash dividend of RMB 0.30 per share is actually distributed; Within (including 1 year), the company will not withhold personal income tax for the time being, and will actually distribute a cash dividend of RMB 0.30 per share. and other stock custodian institutions deducted from the personal capital account and transferred to China Clearing Group Shanghai Branch, China Clearing Shanghai Branch will transfer the payment to the company within 5 working days of the following month, and the company will report to the supervisor within the statutory declaration period of the month in which the tax is received. Tax authorities declare and pay.
The specific actual tax burden is: if the shareholder’s shareholding period is less than 1 month (including 1 month), the full amount of dividends and bonus income will be included in the taxable income, the actual tax burden is 20%, and cash dividends will be actually distributed per share 0.24 yuan; if the shareholding period is more than 1 month to 1 year (including 1 year), a temporary reduction of 50% is included in the taxable income, the actual tax burden is 10%, and a cash dividend of 0.27 yuan per share is actually distributed; If the term of the shares exceeds one year, the individual income tax will be temporarily exempted, and a cash dividend of 0.30 yuan per share will be actually distributed (the above-mentioned income will be uniformly applied to the tax rate of 20% for the calculation of individual income tax).
(2) For Qualified Foreign Institutional Investors (QFII) holding company stocks
According to the “Notice on Issues Concerning the Withholding and Payment of Corporate Income Tax by Chinese Resident Enterprises Paying Dividends, Bonuses and Interest to QFII” issued by the State Administration of Taxation (State Tax Letter[2009]No. 47), withholding and paying corporate income tax at the rate of 10%, the actual cash dividend is 0.27 yuan per share; if it believes that the dividend income obtained needs to enjoy any tax treaty (arrangement) treatment, it can be obtained in accordance with the regulations. Apply to the competent tax authority on your own after the bonus.
(3) For Hong Kong market investors (including enterprises and individuals) who invest in the company’s A shares on the Shanghai Stock Exchange (“Shanghai Stock Connect”), the dividends and dividends will be issued by the company through China Clearing Shanghai Branch as the nominal holder of the stock The account is distributed in RMB, and the tax is deducted in accordance with the “Notice of the Ministry of Finance, the State Administration of Taxation and the China Securities Regulatory Commission on Tax Policies for the Pilot Program of the Shanghai-Hong Kong Stock Market Interconnection Mechanism” (Financial Tax[2014]81), the Company will withhold income tax at a rate of 10%, and will actually distribute a cash dividend of RMB 0.27 per share after tax. For Hong Kong investors who are tax residents of other countries and whose country has entered into a tax treaty with China, the income tax rate on dividends and dividends is less than 10%, the enterprise or individual can either by itself or entrust a withholding agent to report to the company in charge of taxation. When an authority submits an application for enjoying the benefits of a tax treaty, the competent tax authority shall, after reviewing it, refund the tax based on the difference between the tax already collected and the tax payable calculated according to the tax rate of the tax treaty.
(4) For other legal person shareholders (including institutional investors)
The company will not withhold and pay corporate income tax, and the taxpayer will decide whether to pay the local corporate income tax according to the tax law. The actual cash dividend is 0.30 yuan per share.
5. Relevant consultation methods
If you have any questions about the distribution of rights and interests, please consult the following contact information on working days:
Contact Department: Corporate Securities Department
Tel: 0737-6183891
Special announcement.
Hunan Aihua Group Co., Ltd.
Board of Directors
June 16, 2022
Stock Code: 603989 Stock Abbreviation: Aihua Group Announcement No.: 2022-051
Convertible bond code: 113504 Convertible bond abbreviation: Aihua Convertible Bond
Hunan Aihua Group Co., Ltd.
About 2021 Annual Equity Distribution Adjustment Aihua
Announcement on the conversion price of convertible bonds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of the content.
Important content reminder:
● Conversion price before adjustment: 20.81 yuan/share
● Conversion price after adjustment: 20.51 yuan/share
● The implementation date of this conversion price adjustment: June 24, 2022
● Date of resumption of the stock conversion: June 24, 2022
Hunan Aihua Group Co., Ltd. (hereinafter referred to as the “Company”) disclosed the “Announcement on the Implementation of the 2021 Annual Equity Distribution of Hunan Aihua Group Co., Ltd.” (Announcement No.: 2022-050) on June 17, 2022. According to the company In the Prospectus for the Public Issuance of Convertible Corporate Bonds, the adjustment of the conversion price of the Company’s convertible corporate bonds (hereinafter referred to as “Convertible Bonds” and “Aihua Convertible Bonds”) after the completion of the equity distribution is announced as follows:
I. Basis for Adjustment of Conversion Price
On April 28, 2022, the Company’s 2021 Annual General Meeting of Shareholders reviewed and approved the “Proposal on Profit Distribution in 2021”: the total number of shares in the company’s special securities account for repurchase shall be deducted from the total number of shares on the record date of profit distribution. All shareholders will receive a cash dividend of 3 yuan (tax included) for every 10 shares. If during the implementation of the equity distribution registration date, the company’s total share capital changes due to repurchase of shares, repurchase and cancellation of shares granted by equity incentives, conversion of convertible corporate bonds, etc., the company intends to maintain the same distribution ratio per share and adjust accordingly. Allotment total. For details of the implementation of this profit distribution, please refer to the “Announcement on the Implementation of the 2021 Annual Equity Distribution of Hunan Aihua Group Co., Ltd.” disclosed by the company on the same day (announcement number: 2022-050).
According to the relevant provisions of the company’s “Prospectus for Public Issuance of Convertible Corporate Bonds”, after the issuance of “Aihua Convertible Bonds”, when the company distributes stock dividends, increases share capital, issues new shares or allots shares, distributes cash dividends, etc. (not Including the increase in share capital due to the conversion of the convertible corporate bonds issued this time), the company will adjust the conversion price according to the relevant formula.
Therefore, the conversion price of “Aihua Convertible Bonds” will be adjusted, and this adjustment is in line with the company’s “Prospectus for Public Issuance of Convertible Corporate Bonds”.
2. Conversion price adjustment formula
1. According to the relevant stipulations in the Prospectus for the Public Issuance of Convertible Corporate Bonds by Hunan Aihua Group Co., Ltd., the specific conversion price adjustment formula is as follows:
Send bonus shares or increase share capital: P1=P0/(1+n);
Issue of new shares or rights issue: P1=(P0+A×k)/(1+k);
The above two items are carried out simultaneously: P1=(P0+A×k)/(1+n+k);
Distribution of cash dividends: P1=P0-D;
The above three items are carried out simultaneously: P1=(P0-D+A×k)/(1+n+k).
Among them: P0 is the effective conversion price before the adjustment, n is the bonus share rate or the share capital conversion rate, k is the new share rate or the allotment rate, A is the new share price or the allotment price, and D is the current share price. Cash dividends are distributed per share, and P1 is the effective conversion price after adjustment.
2.The implementation date of this conversion price adjustment: June 24, 2022
3.Conversion price before this adjustment: 20.81 yuan per share
4.The adjusted conversion price: 20.51 yuan per share
5.Aihua Convertible Bonds will stop converting to shares: June 16, 2022
6.Aihua Convertible Bonds resume conversion time: June 24, 2022
Special announcement.
Hunan Aihua Group Co., Ltd.
Board of Directors
June 16, 2022Return to Sohu, see more