Securities code: 002782 securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) Announcement No.: 2022-007 Shenzhen Click Technology Co.Ltd(002782)
Shareholder dividend return plan for the next three years (2022-2024)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37), guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf [2022] No. 3) and other laws and regulations of the China Securities Regulatory Commission, as well as the current effective articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, In order to improve and perfect the decision-making procedure and mechanism of Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as "the company") profit distribution, and comprehensively consider the actual operation and future development needs and other factors, the company hereby formulates the shareholders' dividend return plan for the next three years (2022-2024) (hereinafter referred to as "dividend plan" or "return plan") as follows:
(I) considerations for the formulation of dividend plan
The company focuses on the long-term sustainable development of the enterprise. Based on the comprehensive analysis of the company's development strategy, social capital cost, external financing environment and other factors, the company fully considers the characteristics of the industry in which the company is located, the current development stage, its own business model, project investment capital demand and other conditions, and makes institutional arrangements for profit distribution, so as to establish a sustainable, stable Scientific dividend return plan and mechanism to ensure the continuity and stability of profit distribution policy.
(II) formulation principle of dividend plan
The return plan shall comply with relevant laws and regulations and the provisions on profit distribution in the articles of association, give consideration to the reasonable return on investment to shareholders and the capital demand for the sustainable development of the company, and maintain the continuity and stability of the profit distribution policy.
(III) shareholders' dividend return plan for the next three years (2022-2024)
1. Form of profit distribution: the company can distribute dividends in cash, stock or a combination of cash and stock, and give priority to the distribution of profits in the form of cash dividend. When the company makes profits in the current year and the accumulated undistributed profits are positive, the company shall pay cash dividends at least once a year. The board of directors of the company can propose the company to make interim dividend distribution according to the company's profits and capital demand; The profit distribution of the company shall not exceed the accumulated distributable profits.
2. Conditions for cash dividends:
When the company plans to implement cash dividends, it shall at least meet the following conditions:
(1) The distributable profit realized by the company in this year (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive and abundant in cash. The implementation of cash dividends will not affect the subsequent sustainable operation of the company; (2) The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
(3) Meet the capital needs of the company's normal production and operation, and the company has no major investment plan or major cash expenditure plan (except for the investment projects with raised funds); Major investment plan or major cash expenditure refers to one of the following situations: ① 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 50% of the company's latest audited net assets and exceeds 50 million yuan; ② 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 total assets.
3. Time interval and proportion of cash dividends:
On the premise of meeting the cash dividend conditions specified in the return plan and ensuring the normal operation and long-term development of the company, the company will pay cash dividends once a year in principle; If conditions permit, the company can make interim cash dividends.
In principle, the annual profit of the company shall not be less than 30% of the profits that can be distributed in cash in the current year.
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 capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. The calculation criterion of "proportion of cash dividend in this profit distribution" is: cash dividend divided by the sum of cash dividend and stock dividend.
If a shareholder occupies the company's funds in violation of regulations, the company shall deduct the funds occupied from the cash dividends to be distributed by the shareholder during profit distribution.
4. Conditions of stock dividend distribution
Under the condition of meeting the cash dividend distribution, if the company's operating income and net profit grow rapidly, and the board of Directors considers that the company's share capital scale and equity structure are reasonable, it can propose and implement the stock dividend distribution plan in addition to the cash dividend distribution plan. 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 company's current business scale and profit growth rate, and consider the impact on the future debt financing cost, so as to ensure that the distribution scheme is in line with the overall interests of all shareholders. The proportion of cash dividends and stock dividends distributed by the company shall comply with the provisions of this dividend plan.
5. Decision making procedure and mechanism of profit distribution of the company
(1) The profit distribution plan of the company shall be formulated by the board of directors, reviewed and approved by the board of directors, approved by more than two-thirds of the independent directors of the company and reviewed and approved by the board of supervisors, and then submitted to the general meeting of shareholders for approval. (2) In the process of formulating the profit distribution plan, the board of directors of the company shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, adjustment conditions and other decision-making procedures, the necessity of stock dividend distribution and other matters, and form the profit distribution plan according to the profit distribution policy specified in the articles of association. Independent directors shall express independent opinions on the rationality of the profit distribution plan and express clear opinions on the specific scheme of cash dividends. When making decisions and forming profit distribution plans, the board of directors shall record in detail the suggestions of the management, the key points of the directors attending the meeting, the opinions of independent directors, the voting of the board of directors and other contents, and form written records to be properly kept as the company's archives.
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 formulated or modified by the board of directors and pass it by half of the supervisors. If the company makes annual profits but does not propose a cash dividend plan, the board of supervisors shall issue special instructions and opinions on the implementation of relevant policies and plans. The board of supervisors shall supervise the implementation of profit distribution plan and shareholder return plan.
(4) The company shall effectively protect the rights of public shareholders to participate in the general meeting of shareholders. The board of directors, independent directors and shareholders meeting certain conditions can solicit their voting rights at the general meeting of shareholders from the company's shareholders.
(5) When considering the specific plan for cash dividends, the general meeting of shareholders 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.
6. Formulation and modification of profit distribution policy
The company shall maintain the continuity and stability of the profit distribution policy and shall not change the profit distribution policy at will. If it is really necessary to adjust the profit distribution policy due to the needs of production and operation, investment planning and long-term development, or changes in the external business environment, it shall take the protection of shareholders' rights and interests as the starting point, and the adjusted profit distribution policy shall not violate the relevant laws and regulations, normative documents and the relevant provisions of the articles of Association; The proposal on adjusting the profit distribution policy shall be expressed by the independent directors and the board of supervisors, submitted to the general meeting of shareholders of the company for approval after deliberation by the board of directors of the company, and passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
(IV) other matters
Matters not covered in this return plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
This return plan is formulated, modified and interpreted by the board of directors of the company and takes effect from the date of deliberation and approval by the general meeting of shareholders of the company.
It is hereby announced!
Shenzhen Click Technology Co.Ltd(002782) board of directors February 22, 2022
