Securities code: Ja Solar Technology Co.Ltd(002459) securities abbreviation: Ja Solar Technology Co.Ltd(002459) Announcement No.: 2022062 Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
On adjusting the profit distribution plan for 2021
Announcement of 2021 profit distribution and capital reserve conversion plan
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.
Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (hereinafter referred to as “the company”) held the 33rd meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors on May 18, 2022, deliberated and adopted the proposal on adjusting the 2021 profit distribution plan and the 2021 profit distribution and capital reserve conversion plan. The relevant information is hereby announced as follows:
1、 Profit distribution plan for 2021 before adjustment
The 32nd meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors were held on April 29, 2022, and the proposal on the profit distribution plan in 2021 was considered and adopted. The details are as follows: according to the measures for the administration of securities issuance and underwriting of China Securities Regulatory Commission, listed companies issue securities and have profit distribution plans If the plan of converting public accumulation fund into share capital has not been submitted to the shareholders’ meeting for voting or has been voted by the shareholders’ meeting but has not been implemented, it shall be issued after the implementation of the plan. If the company implements profit distribution in 2021, the company cannot issue non-public shares until the profit distribution is completed. In view of the fact that the company’s non-public offering of shares is currently in the process of promotion, and considering the comprehensive factors such as the interests of shareholders and the development of the company, the board of directors recommends that the company not conduct profit distribution or convert capital reserve into share capital in 2021. After the completion of this non-public offering of shares, the company shall carry out matters related to profit distribution in accordance with the requirements of relevant laws and regulations and the provisions of the articles of association as soon as possible.
2、 Adjusted profit distribution and conversion of capital reserve into share capital in 2021
In view of the fact that the company has recently completed matters related to the non-public offering of shares in 2021 and the non-public offering of new shares was listed on Shenzhen Stock Exchange on May 16, 2022, in order to actively repay all shareholders and share the company’s operating results, the original profit distribution plan for 2021 was agreed to be adjusted after deliberation and approval at the 30th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors, The adjusted profit distribution and capital reserve converted into share capital plan are as follows:
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is 203862871436 yuan. The net profit of the parent company in 2021 was 5355528392 yuan, and the legal surplus reserve was 5355522839 yuan. As of December 31, 2021, the profit available for distribution of the parent company at the end of the period was 59577798458 yuan and the capital reserve was 1334092710752 yuan.
In accordance with the company law, the articles of association and other relevant provisions, and in combination with the needs of the company’s operation and development funds, the company plans to allocate profits and convert capital reserve into share capital in 2021 as follows: Based on the total share capital on the equity registration date when the distribution plan is implemented in the future, the company will distribute cash dividends of RMB 1.5 (including tax) to all shareholders for every 10 shares, and increase 4 shares to all shareholders for every 10 shares with the share capital premium in the capital reserve, No bonus shares will be given, and the remaining undistributed profits will be carried forward for subsequent annual distribution.
Based on the calculation of 1674954379 shares of the company’s total share capital as of May 17, 2022, it is expected to pay a cash dividend of 25124315685 yuan, increase 669981751 shares at the share capital premium, and the total share capital of the company after the increase is 2344936130 shares. The amount to be increased this time does not exceed the balance of “capital reserve – capital stock premium” at the end of 2021.
If the total share capital of the company changes from the disclosure of the profit distribution and capital reserve to the implementation of the distribution plan, the company will adjust the total distribution according to the principle of “the proportion of cash dividends and the proportion of converted share capital remain unchanged”.
2. Legality and compliance of profit distribution and capital reserve conversion to share capital plan
The profit distribution plan and the plan for converting capital reserve into share capital comply with the provisions of the company law, the accounting standards for business enterprises, the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC and the articles of association, and comply with the profit distribution policy, profit distribution plan and shareholder return plan determined by the company, Have legitimacy, compliance and rationality.
3、 Relevant approval procedures for this profit distribution and capital reserve conversion to share capital plan
1. Opinions of the board of directors
The 33rd meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the 2021 profit distribution plan and the 2021 profit distribution and capital reserve conversion to share capital plan, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Opinions of independent directors
The company’s adjusted profit distribution and capital reserve conversion plan for 2021 comply with the relevant provisions of the company law, the articles of association and the actual situation of the company’s current operation and development, which is conducive to the sustainable, stable and healthy development of the company, the maintenance of the long-term interests of shareholders, and there is no damage to the interests of small and medium-sized investors. We agree to the company’s adjusted 2021 profit distribution and capital reserve to share capital plan, and submit it to the company’s 2021 annual general meeting for deliberation.
3. Opinions of the board of supervisors
The 22nd Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on adjusting the 2021 profit distribution plan and the 2021 profit distribution and capital reserve conversion to share capital plan. The board of supervisors held that the adjusted 2021 profit distribution and capital reserve conversion to share capital plan of the company complied with the provisions of relevant laws, regulations and the articles of association, and fully considered the company’s operation status in 2021 The daily production and operation needs and the sustainable development of the company are matched with the actual situation of the company, which is conducive to the sustainable, stable and healthy development of the company.
4、 Relevant risk tips
The profit distribution plan and the plan of converting capital reserve into share capital need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval before implementation.
5、 Documents for future reference
1. Resolutions of the 33rd meeting of the 5th board of directors;
2. Resolutions of the 22nd Meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 33rd meeting of the Fifth Board of directors of the company. It is hereby announced.
Board of directors of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
May 18, 2022
