Zhejiang Windey Co.Ltd(300772) company’s dividend return plan for the next three years (20222024)
Zhejiang Windey Co.Ltd(300772)
Dividend return plan for the next three years (20222024)
In order to further establish and improve the company’s scientific, sustainable and stable shareholder return mechanism, increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of public investors, the company, in accordance with the notice of China Securities Regulatory Commission on further implementing matters related to cash dividends of listed companies (zjf (2012) No. 37) According to the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the provisions of the articles of association, the dividend return plan for the next three years (20222024) (hereinafter referred to as the “dividend return plan”) is formulated on the basis of fully considering the actual operation and future development needs of the company, The details are as follows:
1、 Formulation principles of dividend return plan
On the premise of complying with relevant national laws and regulations and the articles of association, the company will pay full attention to the reasonable investment return to investors and take into account the sustainable development of the company. In the next three years, the company will actively adopt the cash dividend policy, pay attention to the reasonable investment return to shareholders, especially small and medium-sized investors, and formulate the dividend return plan in accordance with relevant laws and regulations and the articles of association while maintaining the continuity and stability of the profit distribution policy.
2、 Factors considered by the company in formulating the dividend return plan
The company focuses on long-term and sustainable development. 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 pays full attention to the reasonable return to investors, and fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand, issuance and financing Bank credit and debt financing environment, establish a sustainable, stable and scientific return planning and mechanism for investors, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.
3、 Form of dividend return plan
The company may distribute dividends in the form of cash, stock or a combination of cash and stock. In profit distribution, cash dividend is better than stock dividend. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution. Under the condition that the scale and ownership structure of the company’s share capital are reasonable, and the expansion of share capital is synchronized with the growth of performance, the company can adopt the way of stock dividend for profit distribution. The board of directors of the company may propose the company to make interim cash or dividend distribution according to the company’s profit and capital needs.
Zhejiang Windey Co.Ltd(300772) company’s dividend return plan for the next three years (20222024)
Conditions and proportion of the company’s cash dividend: on the premise of meeting the principle of profit distribution and the conditions of cash dividend, the accumulated profit distributed by the company in cash in the last three years shall not be less than 30% of the average annual distributable profit realized in the last three years; The board of directors may propose interim profit distribution according to the company’s profitability and capital status.
The specific conditions of cash dividend are as follows: 1. The net profit realized in this year is positive, and the accumulated undistributed profit is positive; 2. The audit institution of the company shall issue a standard unqualified audit report on the annual financial report of the company; 3. The company has no major investment plan or major cash expenditure and other special events (except for investment projects with raised funds).
The board of directors of the company shall comprehensively consider the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and formulate differentiated cash dividend policies under the following circumstances: 1. If the development stage of the company is mature and there is no major capital expenditure arrangement, when making profit distribution, The proportion of cash dividends in this profit distribution shall be at least 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 can be handled in accordance with the provisions of the preceding paragraph.
Conditions and proportion of the company’s distribution of stock dividends and profits: 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 put forward and implement the stock dividend distribution plan while meeting the above cash dividend distribution. When formulating the specific proportion of profit distribution by shares, the board of directors of the company shall fully consider whether the total share capital after profit distribution by shares is commensurate with the current business scale and profit growth rate of the company, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall interests of all shareholders.
4、 Decision making procedures of the company’s dividend return plan:
1. The annual profit distribution plan of the company shall be formulated by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. When considering 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. The independent directors shall review the profit distribution plan and give independent and clear opinions, which shall be submitted to the general meeting of shareholders for deliberation after being 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; When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall actively cooperate with shareholders through various channels
Zhejiang Windey Co.Ltd(300772) company’s dividend return plan for the next three years (20222024)
In particular, small and medium-sized shareholders shall conduct communication and exchange, including but not limited to telephone, fax and e-mail communication or invite small and medium-sized shareholders to attend the meeting, fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders.
2. When the company meets the conditions for cash dividend but does not propose a cash dividend plan, or the accumulated profit distributed in cash in the last three years is less than 30% of the average annual distributable profit realized in the last three years, the company shall disclose the reasons for not paying cash dividend or the cash dividend is lower than the specified proportion in the resolution announcement of the board of directors and the full text of the annual report, And the exact purpose of the company’s retained earnings and expected investment income, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors.
3. When the board of directors deliberates on the formulation or modification of policies related to profit distribution, it must be approved by more than half of all the board of directors before it can be submitted to the general meeting of shareholders for deliberation; When the general meeting of shareholders approves the formulation or revision of relevant policies on profit distribution, it must be approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. 4. Adjustment of the company’s profit distribution policy: the company’s profit distribution policy shall not be changed at will.
If the company really needs to adjust the profit distribution policy according to the capital needs of production and operation, major investment and development planning, the adjusted profit distribution policy shall not violate laws and regulations and the relevant provisions of the CSRC and the stock exchange; Moreover, the proposal on adjusting the cash dividend policy shall be submitted to the general meeting of shareholders of the company for deliberation after soliciting the opinions of independent directors in advance, with the consent of more than half of all directors and more than 1 / 2 of the independent directors of the company. The matter must be approved by more than 2 / 3 of the voting rights held by the shareholders (including the shareholder’s agent) attending the general meeting of shareholders. In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary. 5、 Disclosure of the company’s dividend return plan:
The company shall disclose in detail the formulation and implementation of the profit distribution policy in the annual report, and make special explanations on the following matters: whether the cash dividend meets the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders; Whether the cash dividend standard and proportion are clear and clear; Whether the relevant decision-making procedures and mechanisms are complete; Whether the independent directors have fulfilled their duties and played 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 shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
The dividend distribution should be adjusted according to the actual situation of the company’s minority shareholders (if any) and the independent directors (if any). On the premise of ensuring full cash dividend distribution, the company can increase the stock dividend distribution or increase the accumulation fund. Not conducted at the end of each period
Zhejiang Windey Co.Ltd(300772) company’s dividend return plan for the next three years (20222024)
The distributed profits will be used to meet the development capital needs of the company. If a shareholder illegally occupies the company’s funds, the company has the right to deduct the cash dividend distributed by the shareholder to repay the funds occupied.
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.
