Securities code: Bright Oceans Inter-Telecom Corporation(600289) stock abbreviation: St Xintong Announcement No.: pro 2022033 Bright Oceans Inter-Telecom Corporation(600289)
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 Bright Oceans Inter-Telecom Corporation(600289) (hereinafter referred to as "the company") held the 20th meeting of the 8th board of directors on April 27, 2022, deliberated and adopted the company's 2021 profit distribution plan, and now the relevant matters are announced as follows:
1、 Profit distribution plan of the company in 2021
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -2006895 million yuan; The net profit after deducting non recurring profit and loss is -188651600 yuan.
Due to the company's net profit loss and negative operating cash flow in 2021, the company has formulated the company's profit distribution plan for 2021 as follows: no profit distribution, no conversion of capital reserve to share capital or other forms of distribution after deliberation and approval at the 20th meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Reasons for no profit distribution in 2021
The cash dividend conditions specified in article 192 (V) of the articles of association are as follows: "the company realizes profits in the current year, meets the dividend conditions specified in the company law, and the net cash flow generated by the company's operating activities is positive. With the approval of the general meeting of shareholders, the profit distribution can be made by distributing cash".
Since the net profit and operating cash flow of the company in 2021 are negative and do not meet the conditions for cash dividends, no profit distribution will be carried out this year.
3、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 20th meeting of the 8th board of directors on April 27, 2022, and approved the company's profit distribution plan for 2021 by the voting results of "9 votes in favor, 0 votes against and 0 abstentions". It agreed that the company would not distribute profits or convert capital reserve into share capital in 2021, and agreed to submit this proposal to the company's 2021 annual general meeting for deliberation.
(II) opinions of the board of supervisors
The board of supervisors agreed to the 2021 profit distribution plan of the company; The plan has been voted and approved at the 20th meeting of the 8th board of directors of the company, and the voting procedures comply with the articles of association and other relevant provisions. The plan needs to be submitted to the general meeting of shareholders for deliberation and approval; This decision is the result of comprehensive consideration of factors such as the development of the company and the long-term interests of shareholders.
(III) opinions of independent directors
The independent directors of the company believe that the plan for the non distribution of profits this year complies with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the articles of association. It is based on the objective judgment of the actual operation of the company in 2021 and the needs of the sustainable development of the company, and there is no damage to the interests of shareholders. The company's profit distribution plan for 2021 has been voted and adopted at the 20th meeting of the eighth board of directors. The voting procedures comply with the articles of association and other relevant provisions. It agrees to the proposal on the company's profit distribution in 2021 and agrees to submit it to the company's 2021 annual general meeting for deliberation.
4、 Relevant risk tips
The profit distribution plan can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Investors are invited to pay attention to investment risks.
It is hereby announced.
Bright Oceans Inter-Telecom Corporation(600289) board of directors
April 29, 2021
