Securities code: Henan Huaying Agricultural Development Co.Ltd(002321) securities abbreviation: ST Huaying Announcement No.: 2022046 Henan Huaying Agricultural Development Co.Ltd(002321)
Special note on 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.
Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "the company") held the 57th meeting of the 6th board of directors and the 26th meeting of the 6th board of supervisors on April 28, 2022. The company's 2021 profit distribution plan was deliberated and approved. The proposal still 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、 Basic information of the company's profit distribution plan
According to the audit report issued by Asia Pacific (Group) accounting firm (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -2538051800 yuan, and the annual net profit of the parent company was -2660969300 yuan. As of December 31, 2021, the cumulative undistributed profit in the consolidated statements was -336048 million yuan, and the cumulative undistributed profit of the parent company was -36716161 million yuan.
In combination with the business situation in 2021 and the company's development plan in 2022, the board of directors of the company has formulated the profit distribution plan in 2021 as follows: no cash dividends, no bonus shares, and no conversion of provident fund into share capital. This profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Reasons for no profit distribution in 2021
According to the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, in view of the company's loss in 2021 and the negative undistributed profit, the company does not meet the conditions for the implementation of cash dividends. In order to ensure the normal production, operation and future development of the company, the company plans not to distribute cash dividends in 2021, No bonus shares will be given and no accumulation fund will be converted into share capital.
3、 Purpose and plan of undistributed profits of the company
The undistributed profit of the company in 2021 is negative.
4、 Relevant approval procedures and opinions
1. Deliberations of the board of directors
The 57th meeting of the 6th board of directors of the company reviewed and approved the 2021 annual profit distribution plan of the company. The board of directors of the company believes that the 2021 annual profit distribution plan comprehensively considers the company's daily business activities, matches the company's business performance and strategic development plan, conforms to the actual situation of the company and is conducive to the sustainable development of the company. After deliberation, the members of the board of directors unanimously agreed to the 2021 annual profit distribution plan of the company, which did not distribute cash dividends, bonus shares or increase share capital with accumulation fund, and submitted this proposal to the 2021 annual general meeting of shareholders for deliberation.
2. Opinions of independent directors
In view of the current actual operation and financial situation of the company, the profit distribution plan for 2021 proposed by the board of directors of the company "no cash dividends, no bonus shares, no conversion of provident fund into share capital" complies with relevant laws and regulations, as well as the articles of association, the company's profit distribution management system and other relevant provisions, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberation of the board of supervisors
The 26th meeting of the 6th board of supervisors of the company deliberated and approved the 2021 annual profit distribution plan of the company, which has been deliberated and adopted at the 57th meeting of the 6th board of directors, and the independent directors have expressed independent opinions. The deliberation procedure is in line with the provisions of the company law, the articles of association and other relevant laws and regulations. After deliberation, the members of the board of supervisors unanimously agreed on the company's profit distribution plan for 2021 and submitted this proposal to the 2021 annual general meeting of shareholders for deliberation.
It is hereby explained
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors April 30, 2002
