Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202221 Xiamen Meiya Pico Information Co.Ltd(300188)
With regard to the announcement of the company's shareholder return plan for the next three years (20222024), the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to improve the profit distribution policy of Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as "the company"), establish and improve a scientific, sustainable and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, actively repay shareholders and safeguard the legitimate rights and interests of shareholders, the board of directors of the company, in accordance with the company law of the people's Republic of China The relevant provisions of 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 Xiamen Meiya Pico Information Co.Ltd(300188) companies (hereinafter referred to as the "articles of association") in combination with the actual situation of the company, The company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as "the plan"). The details are as follows:
1、 Principles and considerations for formulating this plan
The formulation of this plan shall pay attention to the reasonable return to investors, take into account the sustainable development and operation ability of the company, ensure the continuity and stability of the company's profit distribution policy, and shall not violate the relevant provisions of laws, regulations, normative documents and the articles of association on profit distribution. The opinions of independent directors, supervisors and shareholders shall be fully taken into account in the decision-making process of formulating policies related to profit distribution.
2、 The company's shareholder return plan for the next three years (20222024)
(I) form and interval of profit distribution
The company's shareholder return plan fully considers and listens to the opinions of shareholders (especially public investors), independent directors and supervisors, and adheres to the basic principle of cash dividend. If there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash.
In principle, the company will pay cash dividends once a year. The board of directors of the company can propose the company to distribute medium-term profits according to the company's profitability and capital demand.
(II) specific conditions for cash dividends
1. The distributable profit realized by the company in this year (i.e. the after tax profit remaining after the company makes up the loss and withdraws the accumulation fund) is positive and the cash flow is abundant. The implementation of cash dividends will not affect the subsequent sustainable operation of the company; 2. The asset liability ratio of the company in this year is lower than 70%;
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 plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure refers to the event that the total assets involved in the company's purchase of assets, foreign investment, fixed asset investment and other transactions within one year account for more than 50% of the company's total audited assets in the latest period, and there is book evaluation value, whichever is higher.
(III) proportion of cash dividends
On the premise of meeting the principles of profit distribution and cash dividend conditions and ensuring the normal operation and long-term development of the company, the company shall pay cash dividends once a year in principle, and the profit distributed in cash every year shall not be less than 10% of the distributable profit of the parent company realized in that year, Moreover, the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
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 cash 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, the profit distribution can be handled in accordance with the provisions of the preceding paragraph.
(IV) specific conditions for issuing stock dividends
When the company is in good operating condition, and the board of Directors considers that the stock price of the company does not match the size of the company's share capital, and the issuance of stock dividends is beneficial to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of meeting the above cash dividends, and implement it after being deliberated and approved by the general meeting of shareholders. 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. 3、 Decision making procedure and mechanism of profit distribution of the company
(I) initiated by the management
The profit distribution plan of the company shall be jointly formulated by the chief financial officer, the general manager and the Secretary of the board of directors and submitted to the board of directors and the board of supervisors of the company for deliberation.
(II) decisions of the board of directors
The board of directors shall study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, the conditions for adjustment and the requirements of decision-making procedures; The board of directors fully discussed the rationality of the profit distribution plan, formed a special resolution and submitted it to the general meeting of shareholders for deliberation.
Independent directors shall express clear opinions on this profit distribution. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(III) deliberation and supervision of the board of supervisors
The board of supervisors shall review the profit distribution plan formulated or modified by the board of directors; 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 the company's dividend policy and shareholder return plan and decision-making procedures by the board of directors and management.
(IV) deliberation at the general meeting of shareholders
Before the general meeting of shareholders deliberates on the cash dividend plan, 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.
When the general meeting of shareholders deliberates on the profit distribution plan, in addition to setting up on-site meeting voting, online voting and other methods shall also be provided for minority shareholders to participate in the voting of the general meeting of shareholders.
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors must complete the profit distribution within two months after the general meeting of shareholders is held.
4、 Formulation cycle and adjustment mechanism of the plan
The management of the company shall, according to the profit distribution policy and the actual situation of the company, and in combination with the opinions of independent directors, the board of supervisors and shareholders (especially public investors), formulate the shareholder return planning scheme on a three-year cycle. The formulation and adjustment of the shareholder return plan shall be reviewed and approved by the board of directors and the board of supervisors and submitted to the general meeting of shareholders for approval.
In case of force majeure events such as war and natural disasters, or changes in the company's external business environment have a significant impact on the company's production and operation, or major changes in the company's own business conditions, the company may adjust the profit distribution policy, and the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
5、 The supervision and restraint mechanism formulated in this plan
(I) the company shall strictly implement the profit distribution policy determined in the articles of association and the profit distribution plan approved by the general meeting of shareholders.
(II) when the company does not pay cash dividends due to special circumstances, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends, the specific purpose of the company's retained earnings and the expected investment income, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors and disclosed on the media designated by the company.
(III) if the company is profitable in the current year but the board of directors has not made an annual cash distribution and plan, the board of supervisors shall be consulted, and the board of supervisors shall issue special instructions and opinions on the implementation of relevant policies and plans. The board of directors shall make special explanations on the specific reasons for not paying cash dividends, the exact purpose of the company's retained earnings and expected investment, and disclose them in the periodic report, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors are expressed. (IV) the company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report and semi annual report in strict accordance with relevant regulations, and explain whether it complies with the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors perform their duties and play their due role, 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 is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent.
6、 Supplementary Provisions
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 take effect from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to the revision.
It is hereby announced.
Xiamen Meiya Pico Information Co.Ltd(300188) board of directors March 3, 2022
