Shandong Yabo Technology Co.Ltd(002323)
Special description of no profit distribution in 2021
Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “the company”) held the 15th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors on March 3, 2022, and deliberated and adopted the 2021 profit distribution plan, which needs to be submitted to the 2021 annual general meeting of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic profit distribution of the company
According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), the net profit attributable to the listed company in Shandong Yabo Technology Co.Ltd(002323) merger 2021 was -98463907281 yuan. According to the articles of association, the statutory surplus reserve was not withdrawn this year, plus the undistributed profit of previous years was -23750563907 yuan, The actual profit available for distribution to investors at the end of the year was -122214471188 yuan. In combination with the business situation in 2021 and the company’s development plan in 2022, the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, and no conversion of provident fund into share capital.
2、 Reasons for no profit distribution in 2021
In accordance with the notice on further implementation of matters related to 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, it does not meet the conditions for the company to implement cash dividends, in order to ensure the normal production, operation and future development of the company, In 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with capital reserve.
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 15th meeting of the 5th board of directors of the company reviewed and approved the 2021 profit distribution plan. The board of directors of the company believes that the 2021 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, which would not distribute cash dividends, bonus shares or increase share capital with provident fund, and submitted this proposal to the 2021 annual general meeting of shareholders for deliberation.
2. Opinions of independent directors
According to the articles of association, we have carefully checked the profit distribution plan for 2021 prepared by the board of directors. We believe that the plan proposed by the board of directors is in line with the actual situation of the company and the bonus policy specified in the articles of association. There is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors of the company and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberation of the board of supervisors
The 12th meeting of the 5th board of supervisors of the company deliberated and approved the profit distribution plan for 2021, which has been deliberated and adopted at the 15th meeting of the 5th 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 profit distribution plan for 2021 and submitted this proposal to the 2021 annual general meeting of shareholders for deliberation.
It is hereby explained!
Shandong Yabo Technology Co.Ltd(002323) board of directors March 5, 2022
