Xi'An Triangle Defense Co.Ltd(300775)
Shareholder return plan for the next three years (2022-2024)
In order to further improve the profit distribution policy of Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as "the company"), establish and improve a scientific, sustainable and stable dividend mechanism, enhance the transparency of profit distribution and safeguard the legitimate rights and interests of investors, according to the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant documents, and in combination with the actual situation of the company, the company hereby formulates the shareholder return plan for the next three years (2022-2024).
1、 Factors considered by the company in formulating this plan
Focusing on long-term and sustainable development, the company comprehensively considers the actual situation of the company, development strategic planning and industry development trend, and establishes a scientific, sustainable and stable return plan and mechanism for investors in accordance with the company law, securities law and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, so as to make institutional arrangements for profit distribution, To ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
On the premise of complying with relevant national laws and regulations and the articles of association, the plan will pay full attention to the reasonable investment return to investors, implement active profit distribution policies according to its own financial structure, profitability and future investment and financing development plans, and maintain the sustainability and stability of profit distribution policies; The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, supervisors and public investors in the decision-making and demonstration of profit distribution policies. Fully listen to the opinions of minority shareholders in profit distribution, especially cash dividends. 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、 Specific shareholder return plan of the company in the next three years
(I) profit distribution principle
The company attaches importance to the reasonable return on investment to investors, implements active profit distribution methods according to its own financial structure, profitability and future investment and financing development plans, and maintains the sustainability and stability of profit distribution policies.
(II) profit distribution form
The company may distribute dividends in such ways as cash, stocks or a combination of cash and stocks as permitted by laws and regulations. The directors of the company may propose the company to carry out interim 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.
(III) sequence of profit distribution
The company shall give priority to cash dividends for profit distribution when it has the conditions for cash dividends.
(IV) conditions and proportion of profit distribution
1. Conditions and proportion of cash dividends
The company makes profits in the current year. If there is no significant adverse change in the external business environment and operating conditions of the company, the profit distributed in cash in a single year shall not be less than 15% of the distributable profit realized in the current year.
2. Conditions for issuing stock dividends
If the company's profit distributed in cash in the current year has exceeded 15% of the distributable profit realized in the current year, or the profit to be distributed in cash in the profit distribution plan exceeds 15% of the distributable profit realized in the current year, the company can distribute the part exceeding 15% of the distributable profit realized in the current year by means of stock dividend.
3. Cash dividend proportion when cash and stock dividends are distributed at the same time
If the company distributes profits by cash and stock dividends at the same time, under the condition of meeting the capital needs of the company's normal production and operation, the company implements differentiated cash dividend policy:
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 capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. The general meeting of shareholders authorizes the board of directors to put forward the profit distribution plan of the current year according to the above principles every year after comprehensively considering the characteristics of the company's industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements.
(V) decision making procedures for profit distribution
1. Before the publication of the periodic report, the board of directors of the company shall analyze in detail and give full consideration to the actual operation of the company, as well as the social financing environment, social financing costs, cash flow status of the company, capital expenditure plan and other relevant factors that have a significant impact on the income and expenditure of the company's funds, and formulate a specific dividend plan reasonably and scientifically on this basis. Independent directors shall express clear opinions when formulating the cash dividend plan.
2. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
3. 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.
4. After the board of directors and the board of supervisors approve the dividend plan, it shall be submitted to the general meeting of shareholders for deliberation. When holding the general meeting of shareholders involving profit distribution, the company shall provide convenience for minority shareholders to participate in the general meeting of shareholders and vote in accordance with the provisions of the company law, the articles of association and other normative documents; When convening the general meeting of shareholders, the minority shareholders shall be guaranteed to have full opportunities to express their opinions on the issue of profit distribution. The directors and senior managers of the company shall give full explanations and explanations to the questions of minority shareholders on profit distribution.
If the company makes profits in the year but does not put forward a cash profit distribution plan, the board of directors shall explain the reasons for not paying cash dividends, the use planning and purpose of funds, etc., and the independent directors shall express independent opinions on this.
5. The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors and public investors in the process of relevant decision-making and demonstration. The company will listen to and accept the suggestions and supervision of public investors on profit distribution through various channels (telephone, fax, e-mail, investor relations interactive platform, etc.).
(VI) adjustment of profit distribution policy
If the company needs to adjust the profit distribution policy due to major changes in the external business environment or its own business conditions, it shall take the protection of shareholders' rights and interests as the starting point, demonstrate and explain the reasons in detail, fully listen to the opinions and demands of minority shareholders, and the board of directors shall submit a proposal to the shareholders' meeting for voting, and the independent directors shall express their independent opinions, After being reviewed and approved by the board of supervisors, it shall be submitted to the general meeting of shareholders for review, and it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(VII) disclosure of profit distribution 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 it complies with the provisions of the articles of association or the resolution requirements of the general meeting of shareholders;
2. Whether the dividend standard and proportion are 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.
(VIII) if a shareholder of the company illegally occupies the company's funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
(IX) formulation procedure of the company's future dividend distribution plan
The company shall review the shareholder return plan of the company for the next three years at least every three years, and make corresponding modifications to the return plan according to the company's immediately effective dividend distribution policy to determine the company's dividend return plan for that period. The company formulates the shareholder return plan for the next three years, and the board of directors submits the proposal to the general meeting of shareholders for voting. The independent directors express independent opinions on this, which shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of supervisors, and shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
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 and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Xi'An Triangle Defense Co.Ltd(300775) board of directors February 22, 2022
