Shanghai Medicilon Inc(688202)
Shareholder dividend return planning for the next three years (2022-2024)
In order to further strengthen the awareness of returning shareholders and provide shareholders with sustained, stable and reasonable return on investment, Shanghai Medicilon Inc(688202) (hereinafter referred to as “the company”) in accordance with the notice on further implementing the matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) The CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement [2022] No. 3 of China Securities Regulatory Commission) and the Shanghai Medicilon Inc(688202) articles of Association (hereinafter referred to as the “articles of association”) and other relevant documents stipulate that on the basis of fully considering the actual business situation and future development needs of the company, The plan for shareholders’ dividend return in the next three years (2022-2024) (hereinafter referred to as the “plan”) has been formulated. The specific contents are as follows: first, the factors considered in formulating this plan
By comprehensively analyzing its own profitability, business development plan, shareholder return, social capital cost and external financing environment, the company fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment of the company, On the basis of balancing the reasonable investment return of shareholders and the long-term development of the company, establish a sustainable, stable and scientific return planning and mechanism for investors, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy. 2、 Formulation principles of the plan
According to the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association, the company’s dividend distribution should pay attention to the reasonable investment return to investors, and the dividend distribution policy should maintain continuity and stability; On the premise that the company’s profitability and cash flow meet the company’s normal production, operation and long-term development, the company will implement an active cash dividend distribution policy. 3、 The shareholder dividend return plan for the next three years (2022-2024) is as follows:
(I) form and cycle of profit distribution
The company’s profits can be distributed in the form of cash or stock dividends, or other ways permitted by laws and regulations; Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution. When the cash dividend conditions are met, the annual profit distribution shall be carried out once a year in principle. If conditions permit, the board of directors of the company may propose Interim Cash Dividends according to the capital situation.
(II) conditions for profit distribution
1. Specific conditions for cash dividends
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive; The board of directors of the company believes that the company’s cash flow can meet the needs of normal operation, risk resistance and sustainable development of the company;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report (except for interim dividends);
(3) The company has no major investment plan or major cash expenditure in the next 12 months (except for the projects raised funds);
Major investment plans or major cash expenditures refer to:
① The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets and exceeds 30 million yuan;
② The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets.
2. Cash dividend ratio
The annual cash dividend amount of the company shall not be less than 10% of the distributable profits realized in the current year, and the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
3. The company implements differentiated cash dividend policy
The board of directors of the company shall comprehensively consider the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and implement differentiated cash dividend policies under the following circumstances: (1) if the development stage of the company is mature and there are no major capital expenditure arrangements, when making profit distribution, The proportion of cash dividends in this profit distribution shall be at least 80%;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
(3) If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%.
4. Conditions of stock dividend distribution
The company can distribute profits by means of stock dividends according to the performance growth, cumulative distributable profits, accumulation fund and cash flow, under the real and reasonable conditions of the company’s growth and dilution of net assets per share, and on the premise of ensuring full cash dividends and reasonable scale of the company’s share capital. The specific dividend proportion shall be considered and approved by the board of directors of the company, Submit to the general meeting of shareholders for deliberation and decision.
(III) decision making procedure of profit distribution
1. The board of directors of the company shall carefully study and demonstrate the timing, conditions and minimum proportion, adjustment conditions and decision-making procedures of the company’s cash dividend in combination with the company’s specific operating data, profit scale, cash flow status, development stage and current capital demand, and on the basis of considering the sustained, stable and scientific return to all shareholders, Propose annual or medium-term profit distribution plan.
2. Independent directors must express clear opinions on the profit distribution plan; The board of supervisors shall review the profit distribution plan. 3. If the company’s independent directors and the board of supervisors have no objection to the profit distribution plan, the profit distribution plan will be submitted to the company’s board of directors for deliberation. After being approved by more than half of all directors, it will be submitted to the general meeting of shareholders for deliberation. The relevant proposal shall be approved by more than half of the voting rights held by the shareholders or shareholder agents attending the general meeting of shareholders.
4. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
5. If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied. 4、 Formulation cycle and adjustment mechanism of shareholder return plan
1. The board of directors of the company shall formulate the shareholder return plan according to the profit distribution policy stipulated in the articles of association. The company shall review the shareholder return plan of the company at least once every three years, make appropriate and necessary modifications to the dividend distribution policy being implemented by the company according to the opinions of shareholders (especially public investors) and independent directors, and determine the shareholder return plan for this period. However, the adjusted shareholder return plan of the company does not violate the following principles: in the case of no major investment plan or major cash expenditure, the company shall distribute dividends in cash, and the annual cash dividend amount of the company shall not be less than 10% of the distributable profits realized in the current year, Moreover, the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
The minimum proportion of cash dividends in this profit distribution shall reach 20%.
2. The revision of the company’s profit distribution policy is proposed by the board of directors to the general meeting of shareholders of the company. During the demonstration of the profit distribution policy, the board of directors of the company needs to fully discuss with independent directors and form the profit distribution policy on the basis of considering the sustained, stable and scientific return to shareholders.
3. The company’s profit distribution policy shall not be changed at will. If the current policy does conflict with the company’s production and operation, investment planning and long-term development needs, the profit distribution policy can be adjusted. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
4. After detailed argumentation, the relevant proposals for adjusting the profit distribution policy shall be submitted to the board of directors with the consent of the board of supervisors and more than half of the independent directors respectively. After being approved by the board of directors, they shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders, The relevant proposals submitted to the general meeting of shareholders shall specify the reasons for modifying the profit distribution policy. Where the general meeting of shareholders deliberates on matters related to the adjustment of profit distribution policies, the company shall facilitate the participation of minority shareholders in the general meeting of shareholders by means of online voting. 5、 Information disclosure of profit distribution of the company
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear and clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected. If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent. 6、 Other
1. The plan shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when it is revised.
2. Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
3. The board of directors of the company is responsible for the interpretation of this plan.
Shanghai Medicilon Inc(688202) board of directors February 10, 2022
