Shareholder return plan for the next three years (2021-2023)
In order to further strengthen the sense of return to shareholders, Improve and perfect the profit distribution system of Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company”) and provide continuous, stable and reasonable return on investment for the company’s shareholders. According to the notice on matters related to the further implementation of cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and the articles of association of Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company”) issued by the CSRC“ According to the articles of association and other relevant documents, the shareholder return plan for the next three years (2021-2023) (hereinafter referred to as “shareholder return plan” or “this plan”) is hereby formulated by integrating the company’s profitability, business development plan, shareholder return, external financing environment and other factors:
1、 Factors considered by the company in formulating this plan
The company formulates the shareholder return plan, fully considering the company’s industry and its development stage, actual situation, development objectives, future profit scale and profit level, cash flow status, development stage, project investment capital demand, external financing environment, etc., and establishes a sustainable, stable and scientific return plan and mechanism for investors, So as to make institutional arrangements for dividend distribution, balance the short-term interests and long-term returns of investors, ensure the continuity and stability of dividend distribution policy, and effectively take into account the reasonable investment return to investors and the sustainable development of the company.
2、 Principles for the company to formulate this plan
The company attaches importance to the reasonable investment return to investors, protects the legitimate rights and interests of investors, formulates a sustained and stable profit distribution policy, and improves the cash dividend system. When selecting the profit distribution method, the company shall give priority to the profit distribution method of cash dividend over the distribution methods such as stock dividend. If the conditions for cash dividend are met, cash dividend shall be used for profit distribution. 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. At the same time, fully listen to the opinions of the company’s independent directors and minority shareholders, and pay attention to the coordination between the company’s share capital expansion and performance growth.
3、 Shareholder return plan for the next three years (2021-2023)
The company plans to strive to provide shareholders with scientific, sustainable, stable and reasonable return on investment on the premise of ensuring the stable and sustainable development of the company.
（1） Distribution form
The company distributes dividends in cash, stock or a combination of cash and stock. Cash dividends have priority over stock dividends in profit distribution. The company generally carries out cash dividends on an annual basis. If conditions permit, the company can carry out Interim Cash dividends. Under the condition of meeting the capital needs of the company’s normal production and operation, if the company has no major investment plan or major cash expenditure, the profit distributed in cash by the company every year shall not be less than 15% of the distributable profit realized in the current year. The company may distribute stock dividends after comprehensive consideration of real and reasonable factors such as the growth of the company and the dilution of net assets per share.
Major investment plan or major cash expenditure refers to one of the following situations: 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 latest audited net assets and exceeds 50 million yuan; The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets. Major investment plans or major cash expenditures shall be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation.
（2） Distribution conditions and proportion
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 at least reach 40%;
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 at least reach 20%;
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. If the board of directors of the company fails to make a cash distribution plan, it shall disclose the reasons in the periodic report, and the independent directors shall express independent opinions on it.
4、 Decision making mechanism and procedure of the plan
The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, external supervisors and public investors in the decision-making and demonstration of profit distribution policies. The company’s decision-making procedures and voting mechanism for profit distribution including cash dividends are as follows:
(i) Research and demonstration procedures and decision-making mechanism of the board of directors
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.
When formulating and discussing the profit distribution plan, the board of directors of the company shall consult all independent directors and external supervisors in writing in advance. The profit distribution plan formulated by the board of directors shall be approved by more than half of the independent directors and voted by more than half of all 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.
（2） Research and demonstration procedures and decision-making mechanism of the board of supervisors
When considering the profit distribution plan, the board of supervisors of the company shall fully consider the opinions of public investors on profit distribution and fully listen to the opinions of external supervisors. On the basis of the consent of all external supervisors to the profit distribution plan, it shall be voted by more than half of all supervisors.
（3） Research and demonstration procedures and decision-making mechanism of the general meeting of shareholders
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 general meeting of shareholders deliberates the profit distribution plan, the board of directors of the company appoints a director to report to the general meeting of shareholders the demonstration process and decision-making procedures when formulating the profit distribution plan, as well as the investor opinions sorted out by the Securities Affairs Department of the company. The profit distribution plan shall be adopted by more than half of the voting rights held by the shareholders participating in the general meeting of shareholders. The method of cash dividend distribution shall be adopted by more than half of the shareholders (including shareholders’ agents) attending the general meeting of shareholders; the method of stock dividend distribution shall be adopted by more than two-thirds of the shareholders attending the general meeting of shareholders.
（4） Adjustment mechanism of profit distribution policy
If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, 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 deliberation by the board of directors. However, the company guarantees that the current and future shareholder return plans shall not violate the following principles: the annual profit distributed in cash by the company shall not be less than 15% of the distributable profit realized in the current year, except for major investment plans or major cash expenditures.
When the board of directors of the company deliberates and adjusts the profit distribution policy, it shall be approved by two-thirds of all directors and approved by all independent directors.
The board of supervisors shall review the proposal on adjusting the profit distribution policy proposed by the board of directors, fully listen to the opinions of external supervisors, and pass it by more than half of all supervisors of the board of supervisors.
When considering and adjusting the profit distribution policy, the general meeting of shareholders of the company shall fully listen to the opinions of public shareholders. In addition to setting up on-site meeting voting, it shall also provide online voting system to shareholders for support. After detailed demonstration, the cash dividend policy specified in the articles of association can be adjusted or changed only after more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders are approved.
5、 Formulation cycle of the plan
When considering the proposal to formulate or adjust the shareholder return plan, the opinions of the independent directors and the board of supervisors shall be solicited in advance, and the proposal can be submitted to the general meeting of shareholders for deliberation only after it is reviewed and approved by the board of directors of the company. When the general meeting of shareholders deliberates the proposal to formulate or adjust the shareholder return plan, It shall be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ proxies) attending the general meeting of shareholders, and the relevant general meeting of shareholders shall adopt the combination of on-site voting and online voting to facilitate the participation of minority shareholders in the formulation or modification of shareholders’ return plan. If necessary, independent directors may publicly solicit the voting rights of minority shareholders.
6、 Interpretation and effectiveness
Matters not covered in the plan shall be implemented in accordance with relevant laws, regulations, rules and other normative documents and the articles of association. The plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company. Gl Tech Co.Ltd(300480) December 26, 2021
