Beijing Tongtech Co.Ltd(300379)
Shareholder return planning for the next three years (20222024)
In order to improve and improve the company’s sustained and stable dividend return mechanism for shareholders, increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of public investors, according to the company law, the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3) The notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and other relevant laws, regulations, normative documents and the provisions of the articles of association, combined with the actual development and operation of Beijing Tongtech Co.Ltd(300379) (hereinafter referred to as ” Beijing Tongtech Co.Ltd(300379) ” or “the company”), The company’s shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”) is hereby formulated. The specific contents are as follows: first, the formulation principles of shareholder return planning
On the premise of complying with laws and regulations, normative documents and relevant provisions on profit distribution in the articles of association, the formulation of this plan shall pay attention to the reasonable return on investment to shareholders, take into account the actual operation of the company and the long-term strategic development objectives of the company, and fully consider the current and future profit scale, cash flow status, project development stage, project capital demand Bank credit and debt financing environment shall ensure the continuity and stability of the company’s profit distribution policy, shall not exceed the scope of accumulated profits available for distribution, and shall not damage the company’s sustainable operation ability. The opinions of independent directors and public investors shall be fully taken into account in the decision-making process of the company to formulate policies related to profit distribution. 2、 20222024 shareholder return plan
(I) specific content of profit distribution policy
If the company makes profits in the current year, it shall distribute the profits after withdrawing the statutory reserve fund and surplus reserve fund according to law. The profits distributed by the company in cash every year shall not be less than 20% of the distributable profits realized in the current year; The company can make interim cash dividends.
(II) method, interval and priority of profit distribution
The profit distribution mode of the company can be cash or stock. Under the conditions of profit distribution, profit distribution shall be carried out every year in principle. If the company has the conditions for cash dividends, it will give priority to cash for profit distribution. (III) conditions for cash dividend and dividend distribution
On the premise of annual profit, the company shall fully withdraw the statutory reserve fund and surplus reserve fund in accordance with the provisions of the company law and the articles of association. Under the condition of meeting the capital needs of the company’s normal production and operation and no major capital expenditure, the company shall distribute profits in cash.
On the premise of maintaining the growth of performance, after the completion of cash dividend distribution, if the undistributed profit of the company reaches or exceeds 30% of the share capital, the company can implement stock dividend distribution. Stock dividend distribution can be implemented separately or in combination with cash dividend at the same time.
The board of directors of the company shall comprehensively consider the characteristics of the industry, 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 relevant procedures:
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%.
3、 Decision making procedures and mechanisms for the formulation and revision of profit distribution policies, adjustment conditions and measures taken to fully listen to the opinions of independent directors and minority shareholders
(I) decision making procedures and mechanisms for the formulation and revision of profit distribution policies
The formulation and modification of the company’s profit distribution policy shall be proposed by the board of directors to the general meeting of shareholders of the company. The profit distribution policy proposed by the board of directors shall be adopted by more than half of the board of directors and more than two-thirds of the independent directors. The independent directors shall express independent opinions on the formulation or modification of the profit distribution policy.
The board of supervisors of the company shall review and approve the profit distribution policy formulated and revised by the board of directors, which shall be voted by more than half of the supervisors. If the company has external supervisors (supervisors who do not hold positions in the company), it shall be voted by the external supervisors.
The formulation and modification of the company’s profit distribution policy shall be submitted to the general meeting of shareholders for deliberation, and shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(II) specific conditions for adjusting profit distribution policy
If the company really needs to adjust the profit distribution policy according to the business situation, development stage, whether there are major capital expenditure arrangements and other factors, or the external business environment changes significantly, 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 provisions of the CSRC and Shenzhen Stock Exchange. 3. Measures taken to fully listen to the opinions of independent directors and minority shareholders
The company shall provide convenience for public investors to attend the general meeting of shareholders in accordance with the relevant provisions of the stock exchange. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. The board of directors of the company shall formulate a profit distribution plan in accordance with the established profit distribution policy and submit it to the general meeting of shareholders for resolution. The board of directors of the company shall complete the distribution of dividends (or shares) within two months after it is deliberated and approved by the general meeting of shareholders; The board of directors of the company may propose the company to make interim cash distribution or dividend distribution according to the capital demand of the company. In the profit distribution plan, the board of directors shall explain the use plan of retained undistributed profits, and independent directors shall express independent opinions.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company will 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 company shall disclose the implementation of profit distribution plan and cash profit distribution policy in the annual report. If the board of directors does not propose a cash profit distribution plan, the board of directors shall explain 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 announcement, submit them to the general meeting of shareholders for deliberation after the independent directors express their independent opinions, and disclose them on the media designated by the company. 4、 Effective mechanism of planning
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the relevant provisions of 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. It is hereby announced.
Beijing Tongtech Co.Ltd(300379) board of directors March 1, 2022
