Thunder Software Technology Co.Ltd(300496)
About the company's shareholder return plan for the next three years (20222024)
In order to further improve the dividend mechanism of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as "the company"), effectively protect the rights and interests of minority shareholders of the company and establish a stable, sustainable and scientific investor return mechanism, In accordance with 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 other laws and regulations of the CSRC and the relevant provisions of the Thunder Software Technology Co.Ltd(300496) articles of Association (hereinafter referred to as the "articles of Association"), the shareholder return plan of the company for the next three years (20222024) is hereby formulated as follows:
1、 Considerations for developing a company's shareholder return plan
Considerations for the formulation of shareholder return plan: focus on the efficient, long-term and sustainable development of the company, which is conducive to the overall interests of all shareholders of the company, comprehensively consider the actual situation and development objectives of the company, establish and improve the sustainable, stable and scientific return plan and mechanism for investors, and make institutional arrangements for the dividend distribution of the company, Ensure the continuity and stability of the company's dividend distribution policy.
2、 Formulation principles of shareholder dividend return plan
Formulation principle of shareholder return plan: fully consider and listen to the opinions of shareholders (especially minority shareholders and public investors), independent directors and supervisors, and adhere to the basic principle of cash dividend. In the next three years (20222024), after the company has fully withdrawn the statutory reserve fund and discretionary reserve fund in accordance with the provisions of the company law and other laws and regulations, normative documents and the articles of association, if there is no major investment plan or major cash expenditure, the profit distributed in cash each year shall not be less than 20% of the distributable profit realized in that year. On the premise of ensuring full cash dividend distribution, the company can separately increase the stock dividend distribution and the conversion scheme of accumulation fund.
3、 Formulation cycle and review procedure of shareholder return plan
Formulation cycle of shareholder return plan and relevant decision-making mechanism: the company shall reconsider the shareholder dividend return plan at least once every three years according to the opinions of shareholders (especially small and medium-sized shareholders and public investors), independent directors and supervisors, as well as the effective national laws and regulations, regulatory policies, regulatory documents and other provisions at that time, Make appropriate and necessary adjustments to the dividend distribution policy implemented by the company to ensure the realization of shareholders' equity. However, the adjustment shall not violate the principles stipulated in the above articles.
The board of directors of the company shall, in combination with the specific operating conditions and financial data of the company in the current period, fully consider the company's current financial budget arrangement, profitability, cash flow status, business development and current capital demand, and formulate the annual or medium-term dividend plan in combination with the opinions of shareholders (especially minority shareholders, public investors), independent directors and supervisors, It shall be implemented after being deliberated and approved by the general meeting of shareholders of the company.
4、 Return plan for shareholders of the company in the next three years (20222024)
(I) profit distribution principle: the company implements a continuous and stable profit distribution policy. The company's profit distribution should fully consider the reasonable investment return to investors and take into account the sustainable development of the company, and adopt a positive cash or stock dividend distribution policy.
(II) form of profit distribution: the company distributes profits in cash, stock or a combination of cash and stock, and gives priority to cash distribution.
(III) specific conditions for profit distribution:
1. 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 shall be handled in accordance with the above provisions.
The company shall distribute dividends in cash every year, and the dividends distributed in cash shall not be less than 20% of the distributable profits realized in the current year.
The current development stage of the company belongs to the growth stage, and there are major capital investment and expenditure arrangements in the future. When making profit distribution, the proportion of cash dividends in profit distribution should reach 20% at least. With the continuous development of the company, if the board of directors of the company believes that the development stage of the company belongs to the mature stage, according to whether the company has a major capital expenditure arrangement plan, the board of directors shall submit to the general meeting of shareholders for a resolution to increase the minimum proportion of cash dividends in this profit distribution according to the procedures for adjusting the profit distribution policy stipulated in the articles of association. 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 a stock dividend distribution plan while meeting the above cash distribution.
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, investment in fixed assets and other transactions within one year account for more than 30% of the company's total audited assets in the latest period, and there are book value and assessed value at the same time, whichever is higher.
2. On the premise of meeting the capital demand, predictable major investment plan or major cash expenditure, 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.
3. When issuing stock dividends, the company should pay attention to keeping pace with the expansion of share capital and the growth of performance. If using stock dividends for profit distribution, it should have real and reasonable factors such as the growth of the company and the dilution of net assets per share. 4. The company's dividend distribution shall not exceed the scope of accumulated distributable profits.
(IV) decision making mechanism and procedure:
When the company's profits meet the conditions for profit distribution, the board of directors of the company shall formulate annual profit distribution plan and medium-term profit distribution plan (in the case of medium-term distribution), and the use plan of undistributed profits in the current year shall be described in the profit distribution plan according to the specific business situation and market environment of the company.
When formulating the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, the conditions for adjustment and the requirements of decision-making procedures. The independent directors shall review the profit distribution policy and give clear review opinions. The independent directors can solicit the opinions of minority shareholders and put forward dividend proposals, And directly submit it to the board of directors for deliberation.
After the board of directors deliberates and approves the profit distribution plan, it shall be submitted to the general meeting of shareholders for deliberation and approval. 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.
When the company distributes profits or adjusts the profit distribution policy by means of a combination of shares or cash shares, it shall be deliberated and approved by the general meeting of shareholders in the form of special resolution.
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan in accordance with the established profit distribution policy, the board of directors of the company shall complete the distribution of dividends (or shares) within two months after the general meeting of shareholders is held.
(V) adjustment of profit distribution policy
In case of force majeure such as war and natural disasters, or the needs of the company's production and operation, investment planning and long-term development, or due to major changes in the external business environment and its own business conditions, or the new provisions on profit distribution issued by the competent department, it is necessary to adjust the profit distribution policy, The board of directors shall take the protection of shareholders' rights and interests as the starting point to formulate the profit distribution adjustment policy, and demonstrate and explain the reasons in detail in the proposal. The independent directors and the board of supervisors shall express their audit opinions on this; However, the adjustment of the company's profit policy shall not violate the following principles: (1) if there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash, and the profit distributed in cash shall not be less than 10% of the distributable profit realized in the current year; (2) The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange in force at that time.
At the meeting of the board of directors and the board of supervisors to review the company's proposals on adjusting profit distribution policies, specific plans and plans or profit distribution plans, it is necessary to obtain the consent of more than half of the independent directors and more than half of the supervisors of the company before it can be submitted to the general meeting of shareholders for review. The independent directors of the company may solicit their voting rights at the general meeting of shareholders from the shareholders of social shares of the company before the general meeting of shareholders. The independent directors shall obtain the consent of more than half of all independent directors when exercising the above functions and powers. The shareholders shall be provided with the convenience of voting at the general meeting of shareholders through the Internet, and the shareholders' voting right shall be adjusted by the shareholders' meeting of the company.
If a shareholder illegally occupies the company's funds, the company shall deduct the cash dividend distributed to the shareholder to repay the funds occupied.
5、 Disclosure of the implementation of the company's profit distribution plan and cash dividend policy
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 resolutions 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 company adjusts or changes the cash dividend policy, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
If the company makes profits in the previous fiscal year, but the board of directors of the company fails to formulate a cash profit distribution plan after the end of the previous fiscal year or distribute the profits according to the cash dividend ratio lower than that specified in the articles of association, the reasons for not distributing or distributing the profits according to the cash dividend ratio lower than that specified in the articles of association shall be explained in detail in the periodic report Retained undistributed profits not used for distribution to the company; The independent directors and the board of supervisors shall express their audit opinions on this. When the company holds a general meeting of shareholders for deliberation, the board of directors shall make an explanation to the general meeting of shareholders.
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. This plan shall be interpreted by the board of directors of the company and shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
