Securities code: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) securities abbreviation: Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) Announcement No.: 2022017 Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Announcement on no profit distribution in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● the company's profit distribution plan for 2021: it plans not to distribute cash dividends, bonus shares or increase share capital with capital reserve.
● the company's 2021 profit distribution plan needs to be submitted to the company's 2021 annual general meeting for deliberation. 1、 Profit available for distribution and profit distribution plan of the company in 2021
Audited by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the parent company in 2021 was 15481867473 yuan, the undistributed profit retained at the beginning of the year was 44400397497 yuan, and the legal surplus reserve was 1399249578 yuan. As of December 31, 2021, the company's profit available for distribution to shareholders was 58483015392 yuan. In combination with the actual needs of the company's operation and development, the company plans not to distribute cash dividends, bonus shares or increase share capital with capital reserve in 2021.
2、 Description of no profit distribution in 2021
(I) reasons for no profit distribution in 2021
According to the relevant provisions of the notice on further implementing the 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 the return plan for shareholders' dividends in the next three years (20212023) issued by the China Securities Regulatory Commission, the conditions for the company's cash dividends are: the company made profits in the previous fiscal year and the accumulated distributable profits are positive, There are no major investment plans or cash disbursements that affect profit distribution. Major investment plans or cash disbursements refer to the company's planned external investment, acquisition of assets or purchase of equipment within the year, and the cumulative expenditure reaches or exceeds 25% of the company's latest audited net assets or 10% of the company's audited total assets. In 2021, the company's major investment plans or cash expenditures totaled 605257000 yuan, accounting for 32.86% of the company's latest audited net assets and 17.22% of its total assets.
During the reporting period, covid-19 pneumonia occurred in Lanzhou, Hangzhou and Nanjing, the main cities where the company operates, which had a significant impact on its business and caused losses to the company's operation. The company belongs to the retail industry, and the retail business is highly dependent on regional economic development and consumer income level, confidence index, consumption tendency and other factors, which are closely related to macroeconomic changes.
Comprehensively considering the company's strategic development objectives and considering that the company needs certain financial support to develop new retail business, in order to ensure that the company has necessary and sufficient funds to deal with the possible business risks caused by the changes of the current external macroeconomic environment, combined with the company's financial situation and the actual needs of business development, and on the premise of conforming to the principle of profit distribution, the company plans not to distribute cash dividends, bonus shares The capital reserve shall not be converted into capital stock.
(II) legality and compliance of profit distribution plan in 2021
The company's profit distribution plan for 2021 complies with the relevant provisions of the notice on further implementing 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 the plan for shareholders' bonus return in the next three years (20212023), the actual operation and future development plan of the company, and the interests of the company and all shareholders.
3、 Implementation of decision-making procedures by the company
(I) deliberations of the board of directors
At the 33rd meeting of the 9th board of directors held on April 2, 2022, the company deliberated and adopted the proposal on the company's profit distribution plan in 2021. The board of directors of the company believes that the profit distribution plan of the company for 2021 is based on the actual needs of the company's operation and development, in line with the actual operation situation and future development plan of the company, in line with the interests of the company and all shareholders, in line with 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, and the articles of association In accordance with the provisions of relevant laws, regulations and normative documents such as the plan for shareholders' dividend return in the next three years (20212023), it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. The plan is in line with the notice on further implementing matters related to cash dividends of listed companies, No. 3 guidelines for the supervision of listed companies - cash dividends of listed companies and the articles of association The relevant provisions on profit distribution in the plan for shareholders' dividend return in the next three years (20212023) do not harm the interests of the company's shareholders and other interested parties.
To sum up, all independent directors unanimously agreed to the profit distribution plan of the board of directors and agreed that the board of directors would submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberation of the board of supervisors
The 18th meeting of the ninth board of supervisors held on April 2, 2022 deliberated and approved the proposal on the company's profit distribution plan for 2021. The board of supervisors of the company verified that the company's profit distribution plan for 2021 was in line with 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 and the articles of association According to the relevant provisions of the plan for shareholders' dividend return in the next three years (20212023), there is no situation that damages the interests of the company and other shareholders.
To sum up, we unanimously agree on the company's profit distribution plan for 2021.
4、 Other instructions
The company's 2021 profit distribution plan needs to be submitted to the company's 2021 annual general meeting for deliberation and approval. Please pay attention to investment risks.
It is hereby announced.
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) board of directors April 7, 2022
