Pci Technology Group Co.Ltd(600728)
In order to further standardize the company’s dividend behavior, promote the company to establish a scientific, sustainable and stable dividend mechanism, ensure the reasonable return on investment of shareholders and increase the transparency and operability of dividend distribution decision-making, In accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the Pci Technology Group Co.Ltd(600728) articles of Association (hereinafter referred to as the “articles of Association”) and other relevant provisions of the China Securities Regulatory Commission, and in combination with the actual situation of the company, The board of directors of the company has formulated the dividend return plan for shareholders in Pci Technology Group Co.Ltd(600728) the next three years (2022-2024) (hereinafter referred to as “the plan”), the specific contents are as follows:
1、 Factors considered in formulating this plan
Focusing on long-term and sustainable development, the company comprehensively analyzes and considers the company’s strategic development needs, development stage, shareholders’ wishes, external financing environment and other factors, and establishes a sustainable, stable and scientific return planning and mechanism for investors, so as to make institutional arrangements for dividend distribution, so as to ensure the continuity and stability of dividend distribution policy.
2、 Formulation principles of the plan
The formulation of this plan shall comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, pay attention to the reasonable investment return to investors, take into account the sustainable development of the company, fully consider and listen to the opinions of shareholders (especially public shareholders), independent directors and the board of supervisors, and adhere to the basic principle of cash dividend. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
3、 Shareholder dividend return planning for the next three years (2022-2024)
(I) basic principles of profit distribution
1. The company implements a continuous and stable profit distribution policy. The profit distribution of the company should pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. The profit distribution of the company shall not exceed the accumulated distributable profits.
2. The company distributes profits in cash, stock, combination of cash and stock or other ways permitted by laws and regulations, and gives priority to cash distribution. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share; If the company’s performance grows rapidly and the board of Directors considers that the company’s stock price does not match the size of the company’s share capital, it can propose and implement stock dividends while meeting the cash dividend distribution.
3. On the premise of meeting the capital demand for purchasing raw materials, predictable major investment plans or major cash expenditures, the board of directors of the company can make interim dividends according to the current operating profit and cash flow of the company. The specific plan must be reviewed by the board of directors and submitted to the general meeting of shareholders for approval.
4. 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 capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. (II) conditions and proportion of cash dividends
1. The company shall pay cash dividends if the following conditions are met 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 the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
(3) The net cash flow from operating activities in the current year is positive;
(4) The company has no 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 50% of the company’s profit available for distribution to shareholders in the current year and exceeds 50 million yuan.
2. On the premise of meeting the profit distribution principle and cash dividend conditions and ensuring the normal operation and long-term development of the company, the accumulated profit distributed by the company in cash from 2022 to 2024 shall not be less than 30% of the annual distributable profit realized in three years.
3. According to the current stage of the company, when adopting stock dividend, the minimum proportion of cash dividend in the current profit distribution is 20%.
4、 Decision making mechanism of shareholder dividend return planning
1. The profit distribution plan of the company shall be formulated by the board of directors, reviewed and approved by the general meeting of shareholders; When formulating the profit distribution plan, the board of directors shall fully consider the opinions of independent directors, the board of supervisors and public investors. 2. 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 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 company.
3. If the company is profitable in the current year and the accumulated undistributed profits are positive, and the board of directors does not propose a profit distribution plan in cash, it shall explain the reasons and the purpose and use plan of the funds not used for dividends retained in the company. The independent directors shall give independent opinions and submit them to the general meeting of shareholders for approval after being deliberated and approved by the board of directors, And approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. At the same time, the company shall provide online voting to facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
4. If the company needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, it shall take the protection of shareholders’ rights and interests as the starting point, and the adjusted profit distribution policy shall not violate the provisions of relevant laws and regulations, normative documents and 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.
At the same time, the company shall provide online voting to facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
5. The company shall review the dividend return plan for shareholders at least once every three years, make appropriate and necessary modifications to the dividend distribution policy being implemented by the company according to the opinions of shareholders (especially public shareholders), independent directors and the board of supervisors, determine the dividend return plan for shareholders during this period, and submit it to the general meeting of shareholders of the company for voting through online voting. If the company does not adjust the profit distribution policy as stipulated in the articles of association, and the shareholders, independent directors and supervisors of the company do not put forward modification opinions, it can refer to the shareholder dividend return plan formulated or revised recently, and there is no need to revise the three-year shareholder dividend return plan. 5、 Information disclosure of the company’s profit distribution
The company will disclose the implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report in strict accordance with relevant regulations. 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 requirements of the resolution of the general meeting of shareholders;
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.
6、 Other matters
1. The board of supervisors shall supervise the implementation of the company’s dividend policy and shareholder return planning and decision-making procedures by the board of directors and management.
2. If a shareholder occupies the company’s funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder in order to repay the funds occupied.
3. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
4. The board of directors is responsible for the interpretation of this plan.
5. The plan shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when revising.
Pci Technology Group Co.Ltd(600728) board of directors February 25, 2022
