Securities code: Zhongtongguomai Communication Co.Ltd(603559) securities abbreviation: Zhongtongguomai Communication Co.Ltd(603559) Announcement No.: pro 2022028 Zhongtongguomai Communication Co.Ltd(603559)
Announcement on no profit distribution plan 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 tips:
● the profit distribution plan for 2021 is: no cash dividend distribution, no bonus shares, and no conversion of capital reserve into share capital.
● the reason why the profit distribution is not planned this time is: in view of the company’s non-profit in 2021, considering the current situation of the industry and actual operation of the company, in order to realize the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the profit distribution is not planned this year.
● this profit distribution plan needs to be submitted to the company’s 2021 annual general meeting for deliberation.
1、 Contents of the company’s 2021 profit distribution plan
According to the audit of Zhitong Certified Public Accountants (special general partnership), as of December 31, 2021, Zhongtongguomai Communication Co.Ltd(603559) the net profit attributable to the shareholders of the parent company was -35635132353 yuan.
After deliberation and approval at the 12th meeting of the 5th board of directors of the company, the profit distribution plan of the company in 2021 is: no cash dividend distribution, no bonus shares and no conversion of capital reserve into share capital.
This 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. There is uncertainty. Please invest rationally and pay attention to investment risks.
2、 Reasons for non profit distribution of the company in 2021 and relevant information
According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, the company needs to make profits in the current year. Since the company is not profitable in 2021, it is not qualified to implement cash dividend. Considering the current situation of the company’s industry, actual operation and other factors, in order to realize the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, profit distribution is not planned for this year.
3、 Decision making procedures performed by the company
(I) deliberations of the board of directors and the board of supervisors
At the 12th meeting of the 5th board of directors held on April 28, 2022, the proposal on the company’s profit distribution plan in 2021 was considered and adopted by 8 votes in favor, 0 against and 0 abstention, and agreed to submit the proposal to the company’s 2021 annual shareholders’ meeting for deliberation.
At the 6th meeting of the 5th board of supervisors held by the company on April 28, 2022, the proposal on the company’s profit distribution plan in 2021 was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions, and agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation.
(II) opinions of independent directors
The plan of no cash dividend distribution, no bonus shares and no conversion of capital reserve into share capital formulated by the board of directors of the company in 2021 conforms to the objective situation and profit distribution policy of the company, is conducive to the sustainable development of the company and the long-term interests of shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The formulation and review procedures of the plan comply with the company law, the articles of association and other relevant provisions. We agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
(III) opinions of the board of supervisors
On April 28, 2022, the sixth meeting of the Fifth Board of supervisors of the company adopted the profit distribution plan with 3 affirmative votes, 0 negative votes and 0 abstention. The board of supervisors agreed to give the following review opinions on the annual profit distribution plan in 2021:
The profit distribution plan for 2021 prepared by the board of directors of the company is in line with the actual situation of the company, the relevant laws and regulations and the articles of association, which is conducive to the sustainable, stable and healthy development of the company. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The review procedure is in line with the relevant laws, regulations and the articles of association.
4、 Relevant risk tips
This profit distribution plan combines the company’s actual operation, capital demand, future development plan and other factors, and will not have a significant impact on the company’s operating cash flow, nor will it affect the company’s normal operation and long-term development. Please pay attention to the relevant announcements issued by the company.
It is hereby announced.
Zhongtongguomai Communication Co.Ltd(603559) board of directors April 30, 2002
