Shunya International Martech (Beijing) Co.Ltd(300612) : Announcement on no profit distribution in 2021

Securities code: Shunya International Martech (Beijing) Co.Ltd(300612) securities abbreviation: Shunya International Martech (Beijing) Co.Ltd(300612) Announcement No.: 2022023 Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd

Announcement 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.

Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) held the 9th meeting of the 4th board of directors and the 8th meeting of the 5th board of supervisors on April 20, 2022, and deliberated and adopted the proposal on the proposed no profit distribution in 2021, 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、 2021 profit distribution plan

According to the audit results of Lixin Certified Public Accountants (special general partnership) on the company in 2021: the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 was 978544357 yuan, and the net profit of the parent company in 2021 was -624323895 yuan. After withdrawing 10% of the legal surplus reserve in accordance with the company law of the people’s Republic of China and the articles of association, The profit available for distribution in the consolidated statements at the end of 2021 was 7497801622 yuan, and the profit available for distribution of the parent company at the end of 2021 was 4508493584 yuan. According to the principle of the lower of the parent company and the consolidated data, the distributable profit of the company at the end of 2021 is 4508493584 yuan. In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association and other relevant provisions, taking into account the company’s future development needs and in combination with the company’s operation and cash flow, the board of directors of the company has formulated the profit distribution plan for 2021 as no cash dividends, no bonus shares and no capital reserve converted into share capital.

2、 Reasons for no profit distribution in 2021

In 2022, the company will continue to firmly implement strategic transformation, and has a large demand for funds in terms of continuous R & D investment, technical product promotion, digital agency business expansion and so on. At the same time, considering the impact of covid-19 pneumonia on the global economy, the company retains sufficient capital to ensure the capital demand of normal operation and the smooth implementation of development strategy, improve the ability to deal with potential risks, and promote the steady operation and long-term development of the company.

3、 Purpose and use plan of undistributed profits of the company

In combination with the company’s operation in 2021 and the needs of future operation and development, in order to meet the company’s daily operation capital demand, R & D investment and or existing investment demand; Considering the long-term development of the company and the interests of shareholders, the company needs to make corresponding capital reserves in 2022. The undistributed profits of the company in 2021 will be accumulated and accumulated to the next year, providing a reliable guarantee for the smooth implementation of the company’s medium and long-term development strategy and healthy and sustainable development, and seeking to maximize the interests of the company and shareholders.

In the future, the company will always pay attention to the return to investors in the form of cash dividends. In strict accordance with relevant laws and regulations and the articles of association, the company will comprehensively consider various factors related to profit distribution, actively implement the company’s profit distribution system from the perspective of conducive to the development of the company and the return of investors, and share the achievements of the company’s development with investors.

4、 Opinions of the board of directors

In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association and other relevant provisions, taking into account the company’s future development needs, and in combination with the company’s operation and cash flow, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, and no capital reserve converted into share capital. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.

5、 Opinions of independent directors

After review, the independent directors believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, does not damage the rights and interests of minority shareholders, and is conducive to the long-term development of the company, Therefore, we agree to the proposal on no profit distribution in 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 Opinions of the board of supervisors

The board of supervisors of the company believes that the plan for the company not to conduct profit distribution in 2021 is put forward in combination with the actual operation and future development plan of the company in 2021, and there is no situation damaging the interests of the company and other shareholders, especially small and medium-sized shareholders, which is conducive to the normal operation and healthy and sustainable development of the company. Therefore, it agrees with the proposal on not to conduct profit distribution in 2021. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.

7、 Document for future reference (I) resolution of the 9th meeting of the 4th board of directors; (II) resolutions of the 8th meeting of the 5th board of supervisors; (III) independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors. It is hereby announced.

Board of directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd

April 20, 2022

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