Jiangsu Gian Technology Co.Ltd(300709)
Shareholder dividend return planning for the next three years (2022-2024)
In order to further improve the scientific, sustainable and stable dividend decision-making and supervision mechanism of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”), actively repay investors and guide investors to establish the concept of long-term investment and rational investment, the board of directors, in accordance with the company law The requirements of laws, regulations, rules and articles of association, such as the securities law, the guidelines for the articles of association of listed companies, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, The Jiangsu Gian Technology Co.Ltd(300709) shareholder dividend return plan for the next three years (2022-2024) (hereinafter referred to as the “plan”) is hereby formulated. The specific contents are as follows:
Article 1 formulation principles of this plan
1. The company distributes dividends in the form of cash, stock or a combination of cash and stock, and the company can make interim cash dividends;
2. The company insists on cash dividend. The board of directors of the company shall comprehensively consider the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of Association:
(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in the profit distribution shall reach 80% at least;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in the profit distribution shall at least reach 40%;
(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 the profit distribution shall reach 20% at least;
(4) If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
The above-mentioned major capital expenditure arrangement refers to that the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 20% of the company’s latest audited net assets.
3. According to the accumulated distributable profits, accumulation fund and cash flow, and considering the real and reasonable factors such as the growth of the company and the dilution of net assets per share, the company can distribute profits by means of stock dividend on the premise of ensuring the reasonable proportion of minimum cash dividend and the scale of the company’s share capital, so as to keep the expansion of share capital commensurate with the growth of performance.
Article 2 factors considered by the company in formulating this plan
The plan shall focus on the long-term and sustainable development of the company, comprehensively analyze the actual operation and development of the company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, and fully consider the current and future profitability, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment of the company, Make reasonable arrangements on the basis of balancing the reasonable return on investment of shareholders and the long-term development of the company.
Article 3 specific shareholder return plan of the company in the next three years (2022-2024)
1. Profit distribution policy and form
The forms of dividend distribution mainly include cash, stock dividend and the combination of cash and stock dividend. The company gives priority to cash dividends. Under the condition of cash dividend, the company shall use cash dividend for profit distribution. When the company is in good operation and the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, it can issue stock dividends while meeting the cash dividend distribution.
2. Specific conditions and proportion of profit distribution
When the company plans to implement cash dividends, the following conditions shall be met at the same time:
(1) The undistributed profit at the end of the current year is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; (3) The company has no major investment plan or major cash expenditure (except for the projects raised by the company).
Major investment plan or major cash expenditure means that the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 20% of the company’s latest audited net assets.
When the company formulates the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company 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.
The dividend proportion of the company in the next three years (2022-2024) is as follows:
(1) Under the conditions of meeting the above cash dividends, the company shall maintain the continuity and stability of the profit distribution policy, and the profit distributed in cash every year shall not be less than 15% of the distributable profit realized in the current year; (2) The undistributed distributable profits of the current year can be reserved for distribution in the next year;
(3) The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
3. Period interval of profit distribution
Under the condition of meeting the above cash dividend conditions, the company will actively distribute dividends in cash. In principle, cash dividends will be distributed once a year. The board of directors of the company can propose the company to carry out medium-term cash dividends according to the company’s profitability and capital demand.
Article 4 decision making mechanism of shareholder return planning
1. The profit distribution policy shall be formulated by the board of directors of the company and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors and the board of supervisors of the company.
(1) When formulating profit distribution policies and matters, the board of directors shall fully consider and listen to the opinions of shareholders (especially public investors and small and medium-sized investors), independent directors and the board of supervisors. The resolution of the board of directors on the profit distribution policy must be adopted by more than half of all directors of the board of directors. Independent directors shall express independent opinions on profit distribution policies.
(2) The resolutions of the board of supervisors on profit distribution policies and matters must be adopted by more than half of all supervisors.
(3) When the company’s general meeting of shareholders deliberates on profit distribution policies and matters, it shall arrange to facilitate the participation of small and medium-sized investors in the general meeting of shareholders through online voting system and other means. A resolution on the profit distribution policy made by the general meeting of shareholders of the company must be adopted by more than 1 / 2 of the voting rights held by the shareholders attending the meeting.
2. Adjustment conditions, decision-making procedures and mechanisms of established profit distribution policies
(1) Conditions for the company to adjust the established profit distribution policy
① Due to great changes in the external business environment;
② Due to great changes in their own business conditions;
③ Due to changes in national laws, regulations or policies.
(2) If the established profit distribution policy, especially the cash dividend policy, is adjusted, the opinions of the independent directors and the board of supervisors shall be solicited in advance. After being voted by the board of directors and the board of supervisors, it shall be submitted to the general meeting of shareholders of the company and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting. The proposal for adjusting the profit distribution policy shall be demonstrated in detail and the reasons shall be explained, The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
The decision-making procedures and mechanisms for the board of directors, the board of supervisors and the general meeting of shareholders to consider and make adjustments to the established profit distribution policies shall be implemented in accordance with the decision-making procedures on profit distribution policies and matters in point 1 above.
Article 5 disclosure of cash dividend policy
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 the resolutions of the shareholders’ meeting meet the requirements of the articles of Association;
(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.
If the company meets the conditions for cash dividends but the board of directors has not made a profit distribution plan for cash dividends, it shall disclose the reasons for the non dividends and the specific purpose of the retained funds in the periodic report. The independent directors shall express their independent opinions and publicly disclose them. When the company holds the general meeting of shareholders, in addition to the on-site meeting, it shall also provide shareholders with a voting platform in the form of network.
Article 6 adjustment of shareholder return plan
If the company really needs to adjust or change the profit distribution policy and shareholders’ dividend return plan according to the production and operation, investment planning and long-term development needs, it shall meet the conditions specified in the articles of association, perform the corresponding decision-making procedures after detailed demonstration, and be approved by more than 2 / 3 of the voting rights held by the shareholders attending the shareholders’ meeting, The adjusted profit distribution policy shall not violate the relevant provisions of relevant laws and regulations, normative documents and articles of association. Article 7 others
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The board of directors of the company is responsible for the interpretation of this plan. It shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to the amendment.
Jiangsu Gian Technology Co.Ltd(300709) February 16, 2022
