Shenzhen Xfh Technology Co.Ltd(300890)
Dividend return plan for the next three years (20222024)
In accordance with the relevant provisions of 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 (CSRC announcement [2022] No. 3) and the Shenzhen Xfh Technology Co.Ltd(300890) articles of Association (draft) of the CSRC, The dividend return plan for the next three years (20222024) (hereinafter referred to as “the plan”) is hereby formulated. The specific contents are as follows:
1、 General principles of profit distribution
According to the company law and Shenzhen Xfh Technology Co.Ltd(300890) articles of Association (Draft) (hereinafter referred to as the “articles of association”), all the shares of the company are ordinary shares.
The company will distribute according to the proportion of shares held by each shareholder in the company in accordance with the principle of “the same shares, the same rights and the same interests”. Unless the articles of association stipulates that it is not distributed according to the shareholding ratio.
The company will implement a sustained and stable dividend distribution policy. The dividend 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 company’s dividend return planning shall fully consider and listen to the opinions of shareholders (especially public investors), independent directors and external supervisors. The profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year.
2、 Considerations for dividend planning
The formulation of the company’s dividend return plan focuses on the long-term and sustainable development of the company. Based on the comprehensive analysis of the actual operation and development of the company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, the company’s current and future profit scale, cash flow status, development stage, project investment capital demand The company’s initial public offering and listing financing, bank credit and debt financing environment, etc., establish a sustained, stable and scientific return mechanism for investors, and maintain the sustainability and stability of profit distribution policy.
3、 Dividend distribution policy
The company implements an active profit distribution policy and attaches importance to the reasonable return on investment to investors. The company shall maintain the continuity and stability of the profit distribution policy, while taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the sustainable operation ability of the company. The board of directors, the board of supervisors and the general meeting of shareholders shall give full consideration to the opinions of independent directors and public investors in the decision-making and demonstration of profit distribution policies.
2. Method of profit distribution
The company distributes dividends in cash or a combination of cash and stocks; If conditions permit, the company can make interim cash dividends. When choosing the profit distribution mode, the company gives priority to the profit distribution mode of cash dividend compared with the distribution mode of stock dividend.
3. Conditions and proportion of dividends
Dividends can be distributed when the following conditions are met:
(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 company’s annual financial report. Under the condition of meeting the above dividend conditions, the profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year.
(3) Profit distribution of wholly-owned or holding subsidiaries: the company shall timely exercise the shareholder rights of wholly-owned or holding subsidiaries and ensure that the subsidiaries implement the financial accounting system consistent with the company in accordance with the provisions of the articles of association of wholly-owned or holding subsidiaries; The annual cash dividend amount of subsidiaries shall not be less than 20% of the distributable profits realized in the current year, so as to ensure that the company has the ability to implement the cash dividend scheme of the current year, and ensure that such bonus is paid to the company before the company pays dividends to shareholders.
4. Proportion and interval of cash dividends
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 follow the provisions of 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 at least reach 80%;
(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 shall be handled in accordance with the provisions of the preceding paragraph.
Major investment plan or major cash expenditure refers to the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment and buildings in the next 12 months, which reaches or exceeds 10% of the company’s latest audited net assets, or the absolute value reaches RMB 50 million.
In principle, the company will pay cash dividends once after the annual general meeting of shareholders is approved. The board of directors of the company can propose the company to pay Interim Cash Dividends according to the company’s profitability and capital demand.
5. Conditions of stock dividend distribution
When the company is operating well and the board of Directors believes that the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan on the premise of ensuring full cash dividend 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.
6. Decision making procedures and mechanisms
The annual profit distribution plan of the company shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. The independent directors shall express independent opinions on the profit distribution plan, which shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors. 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 the profit distribution 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. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
If the company is profitable in the current year and meets the conditions for cash dividends, but the board of directors fails to submit a profit distribution plan to the general meeting of shareholders in accordance with the established profit distribution policy, it shall explain the reasons, the purpose and use plan of the funds not used for dividends retained in the company in the periodic report, and the independent directors shall give independent opinions.
7. Change of the company’s profit distribution policy
The company shall formulate or adjust the dividend return plan and plan according to its own actual situation and in combination with the opinions of shareholders (especially public investors) and independent directors.
However, the company shall ensure that the current and future dividend return plans and plans shall not violate the following principles: that is, when the company makes profits in the current year and meets the conditions of cash dividend, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 20% of the profits distributed at that time.
If the profit distribution policy needs to be adjusted due to major changes in the external business environment or their own business conditions, the reasons shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders based on the protection of shareholders’ rights and interests; The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors and the board of supervisors. Independent directors shall express independent opinions on the proposal. When the general meeting of shareholders deliberates the proposal, online voting and other means shall be used to provide voting conditions for public shareholders to attend the meeting. The adjustment plan of profit distribution policy shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
Major changes in the company’s external business environment or its own business conditions refer to one of the following situations:
1. Major changes in national laws, regulations and industrial policies have a significant adverse impact on the company’s production and operation, resulting in the company’s operating losses;
2. The occurrence of war, natural disasters and other force majeure factors has a significant adverse impact on the company’s production and operation, resulting in the company’s operating losses;
3. Due to significant changes in the external business environment or its own operating conditions, the ratio of net cash flow generated by the company’s operating activities to net profit in three consecutive fiscal years is less than 20%;
4. Other matters prescribed by the CSRC and the stock exchange.
4、 Formulation cycle of dividend return plan
The board of directors of the company shall review the dividend return plan every three years according to the profit distribution policy formulated or modified by the general meeting of shareholders and the prediction of the company’s future profits and cash flow. When the company’s external business environment changes significantly or the existing profit distribution policy affects the sustainable operation of the company, appropriate and necessary modifications and adjustments shall be made to the company’s dividend return plan. The board of directors of the company shall fully consider the company’s current external economic environment, profit scale, cash flow status, development stage It is expected that major investment, capital demand and other factors will be comprehensively considered, and the adjustment plan for future dividend return planning will be put forward. The adjustment of dividend return plan should take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons in detail in the adjustment plan, and strictly implement the relevant decision-making procedures.
5、 Specific dividend return plan for the next three years
In the next three years (20222024), if there is no major investment plan or major capital expenditure, the annual cash dividend proportion shall not be less than 20% of the distributable profits realized in the current year. If the company’s net profit keeps growing from 2022 to 2024, it can increase the proportion of cash dividends or implement stock dividend distribution, and increase the return to investors.
The dividend return plan shall be interpreted by the board of directors and shall be implemented from the date of deliberation and approval by the general meeting of shareholders and the listing of the company’s publicly issued shares on the stock exchange.
Shenzhen Xfh Technology Co.Ltd(300890) board of directors March 1, 2022
