Zhejiang Founder Motor Co.Ltd(002196) : special explanation on no profit distribution in 2021

Securities code: Zhejiang Founder Motor Co.Ltd(002196) securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022038 Zhejiang Founder Motor Co.Ltd(002196)

Special note on no profit distribution in 2021

The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and accurate

Complete, and be responsible for false records, misleading statements or major omissions in the announcement.

On April 14, 2022, Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”) held the 16th meeting of the seventh board of directors and deliberated and adopted the proposal on profit distribution of the company in 2021.

This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The specific situation is hereby announced as follows:

1、 Main contents of 2021 profit distribution plan

According to the audit report (ztsz (2022) No. 332a010073) issued by Zhitong certified public accountants, the net profit of the company in 2021 was -1828484031 yuan (the statement data of the parent company) and 27005246 yuan (the consolidated financial statement data), the statutory surplus reserve was 0 yuan, plus the annual carried forward undistributed profit of -91012895700 yuan, and the distributed profit of the current year was 0 yuan, In addition, the equity method profit and loss originally recognized by the company’s investment in lvmai urban transportation (Europe) Co., Ltd. was reversed by 139631405 yuan, and the actual profit available for distribution to shareholders was -92701748326 yuan. There is no profit distribution in this year.

2、 Reasons for non profit distribution of the company in 2021

In view of the negative net profit of the parent company of the listed company in 2021 and the accumulated loss of 92701748326 yuan, according to the articles of association, Profit Dividend Policy and shareholder return plan for the next three years (20212023) and other relevant provisions, cash dividend is not allowed. Therefore, there is no profit distribution in this year.

3、 Purpose and use plan of undistributed profits of the company

As of December 31, 2021, the accumulated undistributed profit of the company is -92701748326 yuan. The company will focus on the established strategic objectives, strive to do a good job in production and operation, strive to achieve profits as soon as possible and make up for the accumulated losses.

4、 Opinions of independent directors

The independent directors of the company expressed independent opinions on the matters not to be subject to profit distribution, and agreed that the 2021 profit distribution plan of the company comprehensively considered the factors such as the operation and development of the company, complied with the articles of association and other relevant provisions, was conducive to the sustainable, stable and healthy development of the company, and did not infringe the interests of small and medium-sized investors. Agree with the profit distribution plan of the board of directors of the company for 2021, and request the board of directors to submit the above plan to the general meeting of shareholders for deliberation in 2021.

5、 Opinions of the board of supervisors

The board of supervisors of the company believes that after review, the profit distribution plan for 2021 formulated by the board of directors is in line with the current actual operation of the company, the relevant provisions of the company law and the articles of association, and there is no damage to the interests of the company and minority shareholders. Approve the company’s profit distribution plan for 2021 and submit it to the general meeting of shareholders for deliberation.

6、 Documents for future reference

1. Resolution of the 16th meeting of the 7th board of directors of the company

2. Resolution of the 10th meeting of the 7th board of supervisors of the company

It is hereby announced.

Zhejiang Founder Motor Co.Ltd(002196) board of directors

April 15, 2022

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