Shenzhen Megmeet Electrical Co.Ltd(002851)
Shareholder return planning for the next three years (2022-2024)
In order to further enhance the awareness of returning shareholders and establish a sustained and stable return mechanism for investors, Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the notice of the China Securities Regulatory Commission on further implementing the matters related to cash dividends of listed companies The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions have formulated the shareholder return plan of the company for the next three years (2022-2024) (hereinafter referred to as the “plan”). The details are as follows:
1、 Main considerations in formulating this plan
The company has formulated this plan with a view to the long-term and sustainable development of the company. Based on the comprehensive analysis of the actual situation of the company’s operation and development, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, the company’s strategic development plan and development stage, current and future profitability and scale, cash flow status According to the demand for operating funds, bank credit and debt financing environment, establish a sustainable, stable and scientific return planning and mechanism for investors, maintain the consistency, rationality and stability of profit distribution policies, and ensure the authenticity of cash dividend information disclosure.
2、 Principles for formulating the plan
1. Strictly abide by relevant laws and regulations and the provisions of the articles of Association;
2. Pay attention to the reasonable return to investors and implement a sustained, stable and active profit distribution policy;
3. Taking into account the overall interests of all shareholders, the long-term interests of the company and the requirements of steady and sustainable development; 4. Give priority to cash dividend distribution;
5. Fully consider and listen to the opinions of shareholders (especially small and medium-sized investors), independent directors and supervisors. 3、 Specific shareholder return plan of the company in the next three years (2022-2024)
1. Dividend distribution principle
The company implements a sustained, stable and active profit distribution policy, attaches importance to the reasonable return on investment to investors and takes into account the sustainable development of the company.
2. Profit distribution form
The company distributes profits in cash, shares or other forms permitted by law. The board of directors of the company may propose the company to carry out medium-term cash dividends according to the actual situation of the company’s funds. The specific distribution plan shall be formulated by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
On the premise that the company’s profit and cash flow meet the company’s normal operation and long-term development, the company will give priority to cash distribution of dividends; When the company is expected to maintain a good development prospect in the future and the company’s development needs more cash, the company can distribute dividends by means of stock dividends.
The company’s cash flow that will not be recovered after the implementation of the company’s after tax dividend (positive) is the company’s cash flow that will not affect the company’s subsequent operating profit after the implementation of the company’s cash flow; The accumulated distributable profit of the company is positive; The audit institution shall issue a standard unqualified audit report on the annual financial report of the company; The company has no special events such as major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company’s latest audited net assets attributable to the parent company.
The specific conditions of stock dividend are as follows: when the company is in good operation and the board of Directors believes that the distribution of stock dividend is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan on the premise of ensuring full cash dividend distribution. If the company uses stock dividends for profit distribution, it shall fully consider whether the total share capital after the distribution of stock dividends is applicable to the company’s current business scale, profit growth rate and dilution of net assets per share, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
3. Cash dividend ratio
(1) Under the condition of meeting the above cash dividend conditions, the profit distributed by the company in cash every year shall not be less than 20% of the distributable profit realized in the current year.
(2) The board of directors of the company shall comprehensively consider the industry characteristics, 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 this 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 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%;
If the development stage of the company is not easy to distinguish, but there are major investment plans or major cash expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
4. Period interval of profit distribution
On the premise of meeting the profit distribution conditions and ensuring the normal operation and long-term development of the company, the company will distribute profits once a year after being deliberated and approved by the annual general meeting of shareholders in principle. The board of directors of the company may propose the company to conduct Interim Cash Dividends according to the company’s profitability and capital demand, and submit them to the general meeting of shareholders for deliberation and approval. 4、 Decision making and supervision mechanism of the company’s profit distribution plan
1. The board of directors shall formulate annual profit distribution plan and medium-term profit distribution plan, and independent directors shall separately express clear opinions on the profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
2. The board of supervisors shall review the profit distribution plan and make a resolution. If there are external supervisors, the external supervisors shall separately express clear opinions on the profit distribution plan.
3. The board of directors and the board of supervisors shall review and approve the profit distribution plan and submit it to the general meeting of shareholders for deliberation and approval.
4. The general meeting of shareholders deliberates the profit distribution plan. The company shall provide online voting and other means to facilitate shareholders to participate in the voting of the general meeting of shareholders. 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 (including but not limited to shareholder hotline, fax, email, interactive platform, etc.), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
5. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the profit distribution within 2 months after the deliberation and approval of the general meeting of shareholders.
6. The company shall disclose the dividend situation of the company during the reporting period in the regular report.
7. If a shareholder illegally occupies the company’s funds, the company has the right to deduct the cash dividend distributed by the shareholder to repay the funds occupied.
5、 Modification of profit distribution policy
1. When the company’s external business environment or its own business conditions change greatly, or it is really necessary to adjust the profit distribution plan according to the 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.
2. The board of directors shall formulate a plan for the revision of profit distribution policy, and independent directors shall separately express clear opinions before the meeting of the board of directors.
3. The board of supervisors shall review the profit distribution policy modification plan and make a resolution. If there are external supervisors, the external supervisors shall separately express clear opinions on the profit distribution policy modification plan.
4. The board of directors and the board of supervisors shall submit the revised plan of profit distribution policy to the general meeting of shareholders for deliberation. The company shall provide online voting and other means to facilitate shareholders to participate in the voting of the general meeting of shareholders. The proposal on the adjustment or change of profit distribution policy shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
6、 Effective mechanism of the plan
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, regulatory requirements and the provisions of the articles of association. The plan shall be formulated and interpreted by the board of directors of the company, and shall come into force and be implemented from the date of deliberation and approval by the general meeting of shareholders of the company.
Shenzhen Megmeet Electrical Co.Ltd(002851) board of directors
February 21, 2022
