The same shareholders' meeting has to review two dividend plans? This strange scene happened in Taisheng Wind Energy .
On the afternoon of June 29, 2022, Taisheng Wind Energy held the 2021 Annual General Meeting of Shareholders. A total of 36 shareholders and agents participated. The meeting reviewed 10 proposals, including two 2021 profit distribution plans.
It is understood that Taisheng Wind Energy held the 23rd meeting of the fourth board of directors on April 28, and unanimously approved the "Proposal on the Company's 2021 Profit Distribution Plan". The company plans not to conduct profit distribution in 2021 for the time being. The proposal will be submitted to the company's 2021 annual shareholders' meeting for review.
As for the reason for not distributing dividends, Taisheng Wind Energy stated that the company's issuance of A shares stocks to specific objects has been approved by the China Securities Regulatory Commission for registration, and is currently in the issuance stage. If it plans to implement profit distribution in 2021, the company will not be able to issue shares before the profit distribution is completed, which will affect the company's long-term development.
However, with the completion of Taisheng Wind Energy’s scheduled increase on May 26, the non-dividend plan will face modifications. Since the previous non-dividend plan has been reviewed and approved by the board of directors and agreed to be submitted to the shareholders' meeting, it is procedurally impossible to modify it midway.
But on the eve of the annual shareholders’ meeting, Taisheng Wind Energy’s largest shareholder Guangzhou Kaide Holdings resubmitted a “Provisional Proposal on the Company’s 2021 Profit Distribution Plan” on June 15. The motion stated that in view of the fact that Taisheng Wind Energy’s issuance of A shares to specific objects has been successfully completed and listed, as of the end of 2021, Taisheng Wind Energy’s accumulated undistributed profits from the merger were 1.256 billion yuan, and it is planned to use the total share capital of 935 million shares as the base to issue the shares to All shareholders will be distributed a cash dividend of RMB 0.60 (tax included) for every 10 shares, and the total cash dividend is expected to be RMB 56.094 million.
So, is Taisheng Wind Energy’s dividend plan that has been changed day by day illegally?
According to the independent director of Taisheng Wind Energy, “The profit distribution plan is in line with the company’s current actual situation and dividend policy, is conducive to the company’s sustained, stable and healthy development, complies with the provisions of the Articles of Association, and does not violate laws, regulations or damage the interests of the company’s shareholders. situation. "
Since the two dividend proposals are mutually exclusive, only one of them can ultimately be passed. The voting results of
showed that the original proposal not to distribute dividends was approved by 0.1342%, opposed by 66.6289%, and abstained by 33.2026%. The motion was not passed.
The proposal to distribute a dividend of 56.094 million yuan received a relatively high support rate. The voting results showed that 99.5473% agreed, 0.3716% opposed, and 0.0468% abstained. The dividend proposal was passed.
In fact, Guangzhou Kaide Holdings, which has re-proposed dividend distribution, is a newly introduced shareholder in Taisheng Wind Energy’s private placement. On May 26, 2022, Taisheng Wind Energy announced the results of the private placement of 215,745,976 shares to Guangzhou Kaide Holdings at 5.01 yuan per share, raising funds of 1.08 billion yuan. After the issuance was completed, Guangzhou Kaide Holdings directly became the largest shareholder of Taisheng Wind Energy, holding 36.05 million shares of the listed company, accounting for 26.93% of the total share capital.
data shows that Guangzhou Kaide Holdings is funded by the Guangzhou Development Zone Holding Group. The actual investors are the Guangzhou Economic Development Zone Management Committee holding 90% of the shares and the Guangdong Provincial Department of Finance holding 10%. Taisheng Wind Energy will also transform into State-controlled listed company.
According to the dividend plan and proportion, after the passing of this proposal, Guangzhou Kaide Holdings will be able to share Taisheng Wind Energy’s 2021 profit of 15.1 million yuan.
This article comes from the financial industry
