Special note on the company's intention not to make profit distribution in 2021
Securities code: Modern Avenue Group Co.Ltd(002656) securities abbreviation: Modern Avenue Group Co.Ltd(002656) Announcement No.: 2022033 Modern Avenue Group Co.Ltd(002656)
Special note on the company's intention not to make profit distribution in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's profit distribution plan in 2021 at the 10th meeting of the 5th board of directors held on April 26, 2022, which needs to be submitted to the company's 2021 annual general meeting for deliberation. Relevant matters are hereby announced as follows:
1、 2021 profit distribution plan of the company
According to the qualified audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 is -2070627758 yuan, the amount of distributable profit in this year is -4790779073 yuan, plus the total undistributed profit of previous years is -130538844380 yuan, As of December 31, 2021, the accumulated profit available for distribution to investors was -135329623453 yuan.
According to 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 and the relevant provisions of the articles of association, the business situation in 2021 and the business budget in 2022, the company plans to make a profit distribution plan for 2021 as follows: no cash dividends, no bonus shares and no conversion of capital reserve into share capital.
2、 Reasons for no profit distribution in 2021
(I) according to 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, the articles of association and other relevant provisions, as of the end of 2021, the undistributed profits of the company are negative and do not meet the specified conditions for cash dividends. Considering the capital needs of the company's future development, combined with the company's operation and cash flow, No profit distribution is proposed in 2021,
Special note on the company's intention not to make profit distribution in 2021
Ensure that necessary and sufficient funds are provided for the long-term development of the company and provide investors with more stable and long-term returns.
(II) affected by the epidemic of novel coronavirus pneumonia, the company's business operation declined seriously in 2021 and is still in the process of recovery. It is necessary to reserve funds to develop its main business and resist the impact of other force majeure factors. To sum up, in combination with the company's current business situation and future business development plan in 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021.
3、 Description of the board of directors
As the undistributed profits of the company are negative by the end of 2021, the company plans not to distribute profits or convert capital reserve into share capital in 2021. The company's profit distribution plan for 2021 is based on the actual situation of the company and does not violate relevant laws and regulations and the relevant provisions of the articles of association, which is conducive to the long-term development of the company and in line with the overall interests of investors. 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.
4、 Opinions of the board of supervisors
The board of supervisors believes that the company's profit distribution plan for 2021 fully considers the actual operation and profitability of the company, complies with the company law, the articles of association and other relevant provisions, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Opinions of independent directors
The independent directors believe that the company's profit distribution plan for 2021 complies with the provisions and requirements of relevant documents such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission, comprehensively considers the current industry characteristics, enterprise development stage, operation and management, medium and long-term development and other factors, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, the independent directors unanimously agreed to the matter and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
1. Modern Avenue Group Co.Ltd(002656) the resolution of the 10th meeting of the 5th board of directors;
Special note on the company's intention not to make profit distribution in 2021
2. Modern Avenue Group Co.Ltd(002656) the resolution of the 6th meeting of the 5th board of supervisors;
3. Modern Avenue Group Co.Ltd(002656) independent directors' independent opinions on relevant matters of the 10th meeting of the 5th board of directors of the company.
It is hereby announced.
Modern Avenue Group Co.Ltd(002656) board of directors April 27, 2022
