Shenzhen Weiguang Biological Products Co.Ltd(002880)
Shareholder return planning for the next three years (20222024)
Shenzhen Weiguang Biological Products Co.Ltd(002880) (hereinafter referred to as "the company") in order to further promote the company to establish a scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay investors, guide investors to form a stable expectation of investment return, and protect the legitimate rights and interests of investors, According to the company law of the people's Republic of China, 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 (revised in 2022) (zjf [2022] No. 3) and the Shenzhen Weiguang Biological Products Co.Ltd(002880) articles of Association (hereinafter referred to as the "articles of association") The shareholder return plan for Shenzhen Weiguang Biological Products Co.Ltd(002880) the next three years (20222024) (hereinafter referred to as the "plan") is hereby formulated. The specific contents are as follows:
1、 Principles for the formulation of this plan
The formulation of this plan shall comply with relevant laws and regulations and the provisions of the articles of association on profit distribution policies. The company implements an active profit distribution policy and formulates a reasonable shareholder return plan on the basis of paying attention to the reasonable return on investment to shareholders and taking into account the sustainable development of the company, so as to ensure the continuity and stability of the profit distribution policy.
2、 Factors considered in formulating this plan
Focusing on long-term and sustainable development, the company fully considers the company's development stage, current and future profit scale, cash flow, project investment capital demand, bank credit and debt financing environment on the basis of comprehensive analysis of the actual operation and development of the enterprise, shareholders' requirements and wishes, social capital cost, external financing environment and other factors, Establish a sustainable, stable and scientific return planning and mechanism for investors, so as to make institutional arrangements for profit distribution, so as to maintain the continuity and stability of profit distribution policy.
3、 Specific contents of the plan
(I) profit distribution mode
The company can distribute profits in the form of cash, stock or a combination of stock and cash. When the conditions for cash dividend are met, the method of cash dividend takes precedence over the method of stock dividend.
(II) cash dividend conditions
The company made profits in the previous fiscal year, and the accumulated distributable profits are positive. Under the condition of meeting the capital needs of the company's normal production and operation, the company shall pay cash dividends. If there are the following matters affecting profit distribution, the company may not pay cash dividends in the current year:
1. The year-end asset liability ratio of the company exceeds 60%;
2. Profits from non recurring profits and losses, capital reserves and undistributed profits from changes in fair value shall not be used for cash dividends;
3. The cumulative expenditure of the company's planned foreign investment and acquisition of assets in the next 12 months reaches or exceeds 50% of the company's latest audited net assets;
4. The cumulative expenditure of the company's planned foreign investment and acquisition of assets in the next 12 months reaches or exceeds 30% of the company's latest audited total assets.
(III) cash dividend ratio
The company attaches importance to the reasonable return on investment to investors, and the accumulated profit distributed in cash every three consecutive years shall not be less than 30% of the annual distributable profit realized in three consecutive years; The profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year.
The board of directors 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%;
4. 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.
Major capital expenditure arrangement refers to 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 10% of the company's latest audited net assets.
(IV) conditions for share dividends
According to the profitability and cash flow status, the company can distribute profits by shares on the premise of ensuring the minimum cash dividend ratio and the reasonable scale of the company's share capital.
(V) profit distribution cycle
In principle, the company shall distribute profits at least once a year. The board of directors of the company may propose the company to make interim profit distribution and special profit distribution according to the company's profit and capital demand, and submit them to the general meeting of shareholders for approval.
4、 Decision making procedures and mechanisms of the plan
(I) the board of directors shall put forward dividend suggestions and formulate profit distribution plans according to the company's profitability and capital needs; When formulating the specific plan of cash dividend, the time, conditions and minimum proportion of cash dividend, adjustment conditions and decision-making procedure requirements shall be carefully studied and demonstrated, and the independent directors shall express clear opinions; Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation; The profit distribution plan proposed by the board of directors shall be adopted by more than half of the board of directors and more than two-thirds of the independent directors, and the independent directors shall express independent opinions on the profit distribution plan;
(II) the dividend proposal put forward by the board of directors and the profit distribution plan formulated shall be submitted to the general meeting of shareholders for deliberation. In addition to the on-site meeting, the general meeting of shareholders shall also provide online voting to facilitate the majority of shareholders to fully exercise their voting rights. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels, unblock information communication channels, 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;
(III) if the company really needs to adjust the profit distribution policy according to the business situation, investment plan and long-term development needs, or the external business environment changes, it shall take the protection of shareholders' rights and interests as the starting point, and the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange;
(IV) when the company adjusts or changes the cash dividend policy, the board of directors shall fully demonstrate the rationality of the adjustment or change plan, and submit it to the general meeting of shareholders for deliberation and approval after the independent directors express their independent opinions; Before the shareholders' meeting, actively communicate with shareholders, especially minority shareholders, through various channels, unblock information communication channels, fully listen to the opinions and demands of minority shareholders, and pass it by more than 2 / 3 of the voting rights held by shareholders (including shareholders' agents) attending the shareholders' meeting;
(V) the board of supervisors shall review the profit distribution plan formulated or modified by the board of directors and pass it by half of the supervisors. If the company makes annual profits but does not propose a cash dividend plan, the board of supervisors shall issue special instructions and opinions on the implementation of relevant policies. The board of supervisors shall supervise the implementation of the company's profit distribution policy, especially the cash dividend policy, the adjustment or change of profit distribution policy and the decision-making procedure of profit distribution by the board of directors;
(VI) 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.
5、 Other
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, rules, relevant provisions of the CSRC and the articles of association. The board of directors of the company shall be responsible for the interpretation of the plan, which shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to the revision.
Shenzhen Weiguang Biological Products Co.Ltd(002880) board of directors March 9, 2022
