Changzhou Tiansheng New Materials Co.Ltd(300169)
Shareholder dividend return planning for the next three years (2021-2023)
In order to improve the profit distribution policy of Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as “the company”), establish and improve a scientific, continuous and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, actively repay shareholders and fully protect the legitimate rights and interests of shareholders, the company, in accordance with the company law of the people’s Republic of China According to the provisions of relevant laws, regulations and normative documents such as 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, and the articles of association of Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as the “articles of Association”), and in combination with the actual situation of the company, The shareholders’ dividend return plan for the next three years (2021-2023) of Changzhou Tiansheng New Materials Co.Ltd(300169) has been formulated, and the specific contents are as follows:
1、 Considerations for developing this plan
Focusing on long-term and sustainable development, the company comprehensively analyzes the company’s development strategic planning, industry development trend, actual operation and development status, shareholders’ requirements and wishes, social capital cost and other factors, and fully considers the company’s current and future profit scale, cash flow status, development stage and other conditions, so as to establish a sustainable, stable and Scientific return planning and mechanism, 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
The formulation of this plan shall comply with the provisions of relevant laws and regulations and the articles of association, pay attention to the reasonable investment return to investors, take into account the actual operation and sustainable development of the company in that year, deal with the relationship between the company’s short-term interests and long-term development on the basis of fully considering the interests of shareholders, and determine a reasonable profit distribution scheme, Maintain the continuity and stability of the company’s profit distribution policy. The opinions and demands of independent directors and public investors shall be fully considered in the decision-making process of the company’s profit distribution policies.
3、 Specific shareholder return plan for the next three years (2021-2023)
(I) profit distribution principle
1. The company’s profit distribution should pay attention to the reasonable return to the public shareholders, take sustainable development and safeguarding the shareholders’ rights and interests as the purpose, maintain the continuity and stability of the profit distribution policy, and comply with the relevant provisions of laws and regulations. The profit distribution of the company shall not exceed the scope of accumulated distributable profits;
2. The company gives priority to the profit distribution mode of cash dividend;
3. The principle of distributing profits in accordance with legal order and adhering to the principle of the same shares, the same rights and the same interests;
4. If the company has a shareholder occupying funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
(II) profit distribution form
The profit distribution of the company may be in cash, stock, combination of cash and stock or other ways permitted by laws and regulations. If the conditions for cash dividend are met, the profit distribution mode of cash dividend shall be preferred. Where a company uses stock dividends for profit distribution, it shall have true and reasonable factors such as the growth of the company and the dilution of net assets per share.
On the premise that the company is profitable in the current year and the accumulated undistributed profits are positive (according to the statement caliber of the parent company), and the conditions for profit distribution are met, the company shall distribute profits at least once a year. At the same time, in order to avoid over distribution, the company determines the specific profit distribution proportion based on the principle of the lower of the distributable profits in the consolidated statements and the statements of the parent company.
The company can make interim cash dividends. The board of directors of the company may propose the company to pay interim dividends according to the current profit scale, cash flow status, development stage and capital demand of the company.
(III) conditions and proportion of profit distribution
1. Conditions and proportion of cash dividends
The implementation of cash dividends by the company shall meet the following conditions at the same time:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up for losses and withdraws provident fund) is positive;
(2) The accumulated distributable profit of the company is positive;
(3) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; (4) The company has no major investment plans or major cash expenditures (except for the projects raised funds). Major investment plan or major cash expenditure refers to the event that the assets purchased by the company within one year exceed 30% of the company’s latest audited total assets or the value of single purchased assets exceeds 10% of the company’s latest audited net assets. If the above asset value has both book value and evaluation value, the higher shall prevail; And foreign investment exceeding 10% or more of the company’s latest audited net assets;
(5) The company has sufficient capital, profitability and cash flow, and can continue to operate and develop for a long time.
If the above conditions (1) to (5) are met, the company shall pay cash dividends once a year; After withdrawing the surplus reserve in full, The profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year (the lower one in the consolidated statements and the statements of the parent company), and the cumulative profit distributed in cash in the last three years shall not be less than 30% of the average annual distributable profit realized in the last three years (the lower one in the consolidated statements and the statements of the parent company).
If the conditions in items (1) to (5) above are not fully met, but the company considers it necessary, it can also make cash dividends.
The board of directors 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) When 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) When the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach 40% at least;
(3) When the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 20% at least;
If the development stage of the company is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. 2. Conditions for issuing stock dividends
When the company is in good operating condition and the board of Directors considers that the company’s earnings per share and stock price do not match the size and structure of the company’s share capital, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When determining the specific amount of profit distributed by shares, the company shall fully consider whether the total share capital after profit distribution by shares is compatible with the current business scale and profit growth rate of the company, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
(IV) implementation of profit distribution plan
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within two months after the general meeting of shareholders is held.
(V) decision making mechanism and procedure of profit distribution
The specific distribution plan shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability and capital needs. The independent directors shall express independent opinions on the distribution plan, which shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors. The company shall widely listen to the opinions and suggestions of shareholders on the company’s dividend, and accept the supervision of shareholders; The board of directors, independent directors and shareholders meeting certain conditions may solicit their voting rights at the general meeting of shareholders from the shareholders of the listed company; However, it is not allowed to collect in a paid or disguised way. Independent directors shall obtain the consent of more than half of all independent directors when exercising the above functions and powers. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it can communicate and exchange with all shareholders, especially minority shareholders, through various channels (including but not limited to telephone, fax, e-mail communication or inviting minority shareholders to attend the meeting), fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in a timely manner. If the company really needs to adjust the profit distribution policy according to the business situation, investment plan and long-term development needs, or the external business environment changes, it shall take the protection of shareholders’ rights and interests as the starting point. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock exchange. The independent directors shall express independent opinions on the adjustment plan of dividend policy, After being deliberated and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
The company shall disclose the implementation of the profit distribution plan and cash profit distribution policy in the annual report and semi annual report. If the company makes annual profits but the board of directors does not propose a cash profit distribution plan, the board of directors shall specify the reasons for not proposing cash profit distribution, the purpose and use plan of the funds not used for cash profit distribution retained in the company in the annual report, and the independent directors shall express independent opinions and disclose the profit distribution plan. When the company holds a general meeting of shareholders to consider the profit distribution proposal without cash distribution, in addition to the on-site meeting, it shall provide shareholders with a voting platform in the form of network.
4、 Effective mechanism of shareholder dividend return plan
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 shall be responsible for the interpretation of the plan, which 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 revision.
Changzhou Tiansheng New Materials Co.Ltd(300169) board of directors
February 21, 2002
