Shenzhen Tri-star E-commerce Co., Ltd. Special Statement on Proposed 2025 Profit Distribution The company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
I. Deliberation Procedures (I) Board of Directors Deliberation The company held the 11th meeting of the Sixth Board of Directors on April 27, 2026. The meeting passed the "Proposal on the 2025 Proposed Profit Distribution Plan" with 7 votes in favor, 0 votes against, and 0 abstentions, and agreed to submit this proposal to the company's 2025 Annual Shareholders' Meeting for deliberation.
(II) Independent Directors' Special Meeting Review Opinion The third meeting of the Independent Directors' Special Meeting of the Sixth Board of Directors of the company was held. The meeting passed the "Proposal on the 2025 Proposed Profit Distribution Plan" with 3 votes in favor, 0 votes against, and 0 abstentions. After deliberation, the Independent Directors' Special Meeting believes that the company's 2025 proposed profit distribution plan complies with relevant laws, regulations, and the Articles of Association. Considering the company's long-term development strategy and capital arrangements, it is conducive to the company's future sustainable and stable development and does not harm the interests of the company and all shareholders, especially small and medium shareholders.
II. Basic Situation of the 2025 Profit Distribution Plan According to the standard unqualified opinion audit report issued by Rongcheng Certified Public Accountants (Special General Partnership), the parent company's net profit in 2025 was -3,121,343.67 yuan. Adding the undistributed profit at the beginning of the year of 217,230,954.62 yuan, the accumulated undistributed profit of the parent company as of December 31, 2025, was 214,109,610.95 yuan. The accumulated undistributed profit on the consolidated statement was 562,847,118.69 yuan. In accordance with the "Supervisory Guidelines for Listed Companies No. 3—Cash Dividends of Listed Companies" and the "Articles of Association," to ensure the company's normal production and operation, and considering the company's development and the long-term interests of shareholders, the company's 2025 profit distribution plan is as follows: no cash dividends, no bonus shares, and no capital reserve to increase share capital.
III. Specifics of Not Distributing Cash Dividends in 2025 (I) Whether it may trigger other risk warning situations
- For listed companies disclosing their annual cash dividend plan (including no dividend distribution), the following indicators should be listed: