Securities code: Kelin Environmental Protection Equipment Inc(002499) securities abbreviation: ST Colin Announcement No.: 2022038 Kelin Environmental Protection Equipment Inc(002499)
Special note on no profit distribution in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as “the company”) held the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on April 29, 2022, deliberated and adopted the 2021 profit distribution plan, and now the relevant information is announced as follows:
1、 2021 profit distribution plan
According to the unqualified audit report (YZSZ (2022) No. 110032) issued by YONGTUO Certified Public Accountants (special general partnership), the net profit attributable to the owners of the parent company in the consolidated statements of the company in 2021 was -2964818655 yuan, and the profit available for distribution to shareholders at the end of the year was -53248292454 yuan. In 2021, the net profit of the parent company was -3523658070 yuan, and the profit available for distribution to shareholders was -55868477177 yuan.
In accordance with the provisions of the company law and the articles of association, in combination with the current operation status and capital status of the company, and after deliberation by the board of directors of the company, the company has formulated the profit distribution plan for 2021 as follows: no cash dividend, no bonus shares, and no conversion of capital reserve 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 non distribution of profits in 2021
According to paragraph 2 of Article 159 of the articles of association “(IV) specific policies for profit distribution of the company): “Specific conditions and proportion of the company’s cash dividend: except for special circumstances, when the company makes profits in the current year and the accumulated undistributed profits are positive, the company will distribute dividends in cash. The profits distributed in cash shall not be less than 10% of the distributable profits attributable to the parent company in the current year, and the accumulated profits distributed in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. Special circumstances refer to one of the following circumstances I:
(1) The earnings per share of the current year is less than 0.1 yuan;
(2) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 20% of the company’s latest audited net assets and exceeds 50 million yuan;
(3) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 10% of the total assets audited in the latest period;
(4) The cash flow realized by the parent company in the current year is negative, and the monetary capital balance on the base date of the latest audit is lower than the amount to be used for cash dividends;
(5) The company needs to use retained earnings for other purposes in the next 12 months, which has been deliberated and approved by the general meeting of shareholders. “
As the company’s distributable profit in 2021 is negative, based on the relevant provisions of the profit distribution policy and cash dividend clauses in the articles of association, the company plans not to pay cash dividends, give shares or convert capital reserve into share capital in 2021.
3、 Review procedures and opinions
1. Deliberation opinions of the board of directors
The company’s profit distribution plan for 2021 complies with the provisions of the company law, accounting standards for business enterprises, notice on further implementation of matters related to cash dividends of listed companies, No. 3 guidance on supervision of listed companies – cash dividends of listed companies, the articles of association and other relevant laws, regulations and normative documents, as well as the company’s actual operation and future development plan, The board of directors agreed to the company’s profit distribution plan for 2021 and agreed to submit the matter to the company’s 2021 annual general meeting for deliberation.
2. Opinions of independent directors
The independent directors believe that the company’s profit distribution plan for 2021 is in line with the actual situation and development needs of the company, the relevant requirements of the articles of association and relevant laws and regulations on profit distribution, and there is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders. Therefore, the independent directors agreed to the company’s 2021 profit distribution plan and agreed to submit the matter to the company’s 2021 annual general meeting for deliberation.
3. Deliberation opinions of the board of supervisors
The board of supervisors believes that the 2021 profit distribution plan complies with the provisions of the articles of association and other relevant laws, regulations and rules, and the actual situation of the company. The board of supervisors agrees with the 2021 profit distribution plan of the company and agrees to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Risk tips
The profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval. Please pay attention to and pay attention to the investment risks.
5、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the 5th board of directors.
It is hereby announced.
Kelin Environmental Protection Equipment Inc(002499) board of directors April 29, 2002
