Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) : special statement of the board of directors on no profit distribution in 2021

Securities code: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) securities abbreviation: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) Announcement No.: 2022023 convertible bond Code: 123084 convertible bond abbreviation: Gaolan convertible bond

Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)

Special note of the board of directors on the proposed no profit 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.

On April 20, 2022, the 14th meeting of the Fourth Board of directors of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's profit distribution plan in 2021, which needs to be submitted to the company's 2021 annual general meeting for deliberation. The relevant information is explained as follows: I. profit distribution plan for 2021

Audited by Lixin Certified Public Accountants (special general partnership), the parent company realized a net profit of 4159152904 yuan in 2021. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 415915290 yuan was withdrawn at 10% of the net profit. As of December 31, 2021, the accumulated distributable profit of the parent company was 33781855553 yuan and the undistributed profit in the consolidated statements was 47189638574 yuan.

According to the company's strategic development plan and the capital demand of its main business, and comprehensively considering the current macroeconomic environment, the company's operation status, capital status and other factors, in order to ensure the continuous and stable operation of the company's production and operation and the active expansion of its main business, the company has formulated a profit distribution plan for 2021 as follows: no cash dividend, no bonus shares, and no capital reserve converted into share capital in 2021.

2、 Reasons for no profit distribution in 2021

On February 10, 2021, the 33rd meeting of the third board of directors of the company deliberated and adopted the proposal on share repurchase scheme of the company, which agreed that the company would use its own funds to repurchase some social public shares of the company in the form of centralized bidding transaction for the implementation of employee stock ownership plan or equity incentive. The total amount of funds used for share repurchase shall not be less than 25 million yuan (inclusive) and not more than 50 million yuan (inclusive), the repurchase price shall not exceed 8.50 yuan / share (inclusive), and the repurchase period shall not exceed 12 months from the date when the company's board of directors deliberates and approves the share repurchase plan. On August 30, 2021, the 8th meeting of the 4th board of directors of the company deliberated and approved the proposal on adjusting the upper limit of share repurchase price, and agreed to adjust the upper limit of share repurchase price in this repurchase plan from 8.50 yuan / share (inclusive) to 14.00 yuan / share (inclusive).

As of December 31, 2021, the company has repurchased 2999060 shares through centralized bidding through the share repurchase account, accounting for 1.07% of the total share capital of the company at that time. The maximum transaction price is 13.86 yuan / share, the minimum transaction price is 7.68 yuan / share, and the total amount paid is 2505449140 yuan (excluding transaction costs).

According to Article 7 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - share repurchases: "if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, the amount of shares repurchased in that year shall be regarded as the amount of cash dividends and included in the relevant proportion of cash dividends in that year", The total amount paid by the company for share repurchase in 2021 is 2505449140 yuan (excluding transaction costs), which is regarded as cash dividend of 2505449140 yuan in 2021, realizing the return on equity to investors.

The company attaches importance to the return to investors and takes into account the sustainable development of the company. The cash dividends of common shares in the past three years are as follows:

Project 20212020 2019

Cash dividend amount (tax included) 0.00 0.001484263824

In other ways (such as share repurchase), now 2505449140 0.00 0.00

Bonus amount

Total cash dividends (including other methods) 2505449140 0.001484263824

Net profit attributable to owners of parent company 645480939780982567775369281895

The accumulated cash dividend amount in the last three years is 3989712964

The average annual distributable net profit of the last three years is 6640782690

Cumulative cash dividends in the last three years ÷ 60.08%

Average annual distributable net profit in the last three years

The accumulated profits distributed by the company in cash in the last three years account for 60.08% of the average annual distributable profits in the last three years, meeting the requirements of the articles of association that "the accumulated profits distributed in cash in any three consecutive fiscal years shall not be less than 30% of the average annual distributable profits realized in the three years".

Based on the share repurchase plan implemented in 2021, according to the company's strategic development plan and the capital demand of its main business, and comprehensively considering the current macroeconomic environment, the company's operation status and capital status, in order to ensure the continuous and stable operation of the company's production and operation and the active expansion of its main business, the company plans not to distribute profits in 2021.

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

The undistributed profits of the company will be mainly used to meet the capital needs of daily production and operation and main business expansion, promote the steady development of main business, enhance the ability to resist risks, and better safeguard the long-term interests of all shareholders of the company.

4、 Opinions of independent directors

The profit distribution plan complies with the relevant provisions of the company law and the China Securities Regulatory Commission on cash dividends of listed companies, as well as the relevant provisions of the articles of association and the plan for shareholders' dividend return in the next three years (20192021). The profit distribution plan comprehensively considers the actual operation of the company in 2021, share repurchase, development planning and working capital demand in 2022, which is in line with the actual situation of the company and the long-term interests of shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, we agree to the company's profit distribution plan for 2021.

It is hereby explained.

Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of directors April 21, 2022

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