Shanghai Junshi Biosciences Co.Ltd(688180)
Shareholder dividend return planning for the next three years (20222024)
According to the notice on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation issued by Shanghai Stock Exchange, In order to clarify the company’s reasonable investment return plan for shareholders, improve the cash dividend policy, increase the transparency and operability of profit distribution decision-making, and facilitate shareholders’ supervision over the company’s operation and profit distribution, the company has formulated the shareholder dividend return plan for Shanghai Junshi Biosciences Co.Ltd(688180) next three years (20222024) (hereinafter referred to as “the plan”), with the specific contents as follows:
1、 Factors considered by the company in formulating this plan
The company focuses on long-term and sustainable development. When formulating this plan, the company comprehensively considers the actual operation, future profitability, business development plan, cash flow, shareholder return, social capital cost, external financing environment and other factors, On the basis of balancing the reasonable return on investment of shareholders and the sustainable development of the company, make clear institutional arrangements for the profit distribution of the company, so as to maintain the continuity and stability of the profit distribution policy and ensure the long-term, sustainable and healthy operation ability of the company.
2、 Principles followed by the company in formulating this plan
(I) strictly implement the basic principles of profit distribution stipulated in the articles of Association;
(II) fully consider and listen to the opinions of shareholders (especially minority shareholders) and independent directors;
(III) handle the relationship between short-term interests and long-term development, and the company’s profit distribution shall not damage the company’s sustainable operation ability;
(IV) adhere to cash dividends, pay attention to the reasonable return on investment to investors, maintain the continuity and stability of profit distribution, and comply with the relevant provisions of laws and regulations.
3、 Protection of shareholders’ interests
The profit situation, capital demand and shareholder return plan shall be proposed and formulated, 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 shall express independent opinions on the profit distribution plan.
(II) when considering the specific plan of cash dividend, the board of directors will carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, which shall be adopted by more than half of all directors and more than half of all independent directors. Independent directors shall express independent opinions and disclose them in time. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. If the company makes profits in the current year but the annual board of directors does not put forward a profit distribution plan including cash dividends, the independent directors shall express independent opinions, and the company shall disclose the reasons, the use plan and arrangement of the company’s retained funds. (III) when the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company will actively communicate with shareholders, especially small and medium-sized shareholders, through various channels (including but not limited to providing online voting, inviting small and medium-sized shareholders to attend the meeting, telephone, email, investor relations management interactive platform, etc.), so as to fully listen to the opinions and demands of small and medium-sized shareholders Timely respond to the concerns of minority shareholders. The dividend plan shall be adopted by the shareholders attending the general meeting of shareholders or their agents with more than half of the voting rights.
(IV) the company will carefully demonstrate the adjustment of the profit distribution policy according to the changes of actual conditions such as production and operation, capital demand and long-term development. The adjusted profit distribution policy shall be based on the principle of safeguarding shareholders’ rights and interests and shall not violate the provisions of relevant laws, regulations and normative documents; The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders for approval after being reviewed by the board of directors of the company, and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. The general meeting of shareholders of the company adopts the combination of on-site voting and online voting to facilitate the participation of minority shareholders in decision-making.
(V) the board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan by the board of directors and management, as well as whether the corresponding decision-making procedures and information disclosure are implemented.
(VI) the company will disclose in detail the formulation and implementation of profit distribution plan and cash dividend policy in the annual report in strict accordance with relevant regulations, 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 resolution 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 cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent.
(VII) after the shareholders’ meeting 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 shareholders’ meeting is held.
4、 Specific shareholder return plan of the company in the next three years
(I) on the premise of meeting the conditions for profit distribution, the company may distribute profits in cash, stock, combination of cash and stock or other ways permitted by laws and regulations. Compared with stock dividend and other distribution methods, the profit distribution method of cash dividend is preferred. The company determines the specific distribution proportion according to the principle of the lower of the distributable profits in the consolidated statements and the statements of the parent company and the lower of the amount of capital reserve available for conversion.
(II) the company’s implementation of cash dividends shall meet the following conditions at the same time:
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. It shall not exceed the accumulated distributable profits of the company;
3. The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
4. The company has no major investment plan or major cash expenditure (except for the projects raised funds). 5. Major investment plan or major cash expenditure means that 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 30% of the company’s latest audited total assets and exceeds 50 million yuan.
(III) the use of stock dividends for profit distribution shall have true and reasonable factors such as the growth of the company and the dilution of net assets per share. Stock dividend distribution can be implemented separately or in combination with cash dividend.
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 provisions of the preceding paragraph.
The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
The profit distribution plan shall be proposed by the board of directors and implemented after being deliberated and approved by the general meeting of shareholders.
(IV) on the premise of meeting the conditions of profit distribution, the company will pay cash dividends once a year in principle, and decide whether to pay Interim Cash Dividends in combination with the profitability and capital demand.
5、 Formulation cycle and relevant decision-making mechanism of future shareholder return plan
(I) the board of directors of the company shall review the shareholder return plan at least once every three years to ensure that the content of the shareholder return plan does not violate the profit distribution policy determined in the articles of association. The board of directors of the company may propose the company to pay interim dividends according to the capital status of the company.
(II) if the company really needs to adjust or change the profit distribution policy and shareholder return plan according to the needs of production and operation, investment planning and long-term development, the adjusted or changed profit distribution policy and shareholder return plan shall not violate the relevant provisions of relevant laws, regulations, normative documents and the articles of Association; The proposal on adjusting or changing the profit distribution policy and shareholder return plan shall be demonstrated in detail by the board of directors and fully consider the opinions of the board of supervisors and public investors. After the proposal is reviewed and approved by the board of directors, it shall be submitted to the general meeting of shareholders for review and approval. The company shall specify the reasons for the modification in the proposal submitted to the general meeting of shareholders. Independent directors shall express independent opinions on the rationality of the modification of profit distribution plan, and the deliberation of the general meeting of shareholders shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. When the general meeting of shareholders deliberates on the change of profit distribution policy and shareholder return plan, it shall provide online voting or other means to facilitate the shareholders of the company to participate in the general meeting of shareholders. The independent directors of the company may solicit their voting rights at the general meeting of shareholders from the shareholders of the company before the general meeting of shareholders is held. When exercising the above functions and powers, the independent directors shall obtain the consent of more than 1 / 2 of all independent directors.
6、 Other matters
(I) matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
(II) the plan will come into force after being deliberated and approved by the general meeting of shareholders of the company.
(III) the board of directors of the company is responsible for the interpretation of this plan.
