Securities code: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) securities abbreviation: Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Announcement No.: 2022032 XueDa (Xiamen) Education Technology Group Co., Ltd
Explanation 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.
1、 The company's 2021 profit distribution plan and the plan of converting reserve fund into share capital
The audit of Dahua Certified Public Accountants (special general partnership) confirmed that the net profit of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as "the company") attributable to the owner of the parent company in 2021 was about -536 million yuan, and the net profit of the parent company was about -115 million yuan; As of December 31, 2021, the undistributed profit of the company according to the consolidated standard is about -555 million yuan, the undistributed profit of the parent company is about -719 million yuan, and the statutory surplus reserve has not been withdrawn.
On April 22, 2022, the company held the second meeting of the 10th board of directors and the second meeting of the 10th board of supervisors, deliberated and approved the plan for profit distribution and conversion of reserve fund into share capital in 2021, and proposed that the profit distribution plan for 2021 would not be profit distribution (including cash dividend and stock dividend distribution), nor capital reserve into share capital.
This plan needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Reasons for no profit distribution in 2021
(I) relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022)
The profit distribution of a listed company shall be based on the distributable profits in the statements of the parent company. At the same time, in order to avoid over distribution, the company shall determine the specific profit distribution proportion based on the principle of the lower of the distributable profits in the consolidated statements and the statements of the parent company.
(II) relevant provisions of the articles of Association
When the company plans to implement cash dividends, the following conditions shall be met at the same time:
1. The company is profitable in the current year and the accumulated undistributed profit is greater than zero;
2. The company has no major investment plans or cash disbursements in the next 12 months (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company's proposed foreign investment, acquisition of assets or other major expenditure in the next 12 months reaches or exceeds 30% of the company's latest audited net assets.
(III) according to the relevant provisions of the company's shareholder return plan for the next three years (20202022), when the company plans to implement cash dividends, it shall meet the following conditions at the same time:
1. The company is profitable in the current year and the accumulated undistributed profit is greater than zero;
2. The company has no major investment plans or cash disbursements in the next 12 months (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company's proposed foreign investment, acquisition of assets or other major expenditure in the next 12 months reaches or exceeds 30% of the company's latest audited net assets.
According to the audit report issued by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company, the net profit of the parent company and the undistributed profit in the consolidated statement of 2021 and the statement of the parent company are negative, which do not meet the above cash dividend conditions. The board of directors of the company has decided that the profit distribution plan for 2021 is not to carry out profit distribution (including cash dividend and stock dividend distribution), nor to convert capital reserve into share capital.
3、 Opinions of independent directors
The 2021 plan for profit distribution and conversion of provident fund into share capital formulated by the company complies with relevant laws and regulations, the company's development status and the articles of association, and there is no situation damaging the interests of shareholders or minority shareholders. We agree to the 2021 plan for profit distribution and conversion of provident fund into share capital and agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Opinions of the board of supervisors
The plan for profit distribution and conversion of reserve fund into share capital in 2021 complies with the provisions of relevant laws and regulations and the articles of association, and conforms to the actual situation of the company. We agree to this plan.
5、 Relevant risk tips
This profit distribution plan needs to be submitted to the company's 2021 annual general meeting for deliberation. Please invest rationally and pay attention to investment risks.
It is hereby announced.
XueDa (Xiamen) Education Technology Group Co., Ltd
director
meeting
April 26, 2022
