Fujian Boss Software Corp(300525)
Shareholder return plan for the next three years (2021-2023)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association of the company, To further improve and perfect Fujian Boss Software Corp(300525) (hereinafter referred to as “the company”) ）To strengthen the awareness of rewarding shareholders, enhance the transparency of the company’s profit distribution, maintain the continuity and stability of profit distribution policies, and provide shareholders with sustained, stable and reasonable return on investment. On the basis of fully considering the actual business situation and future development needs of the company, The company has formulated the shareholder return plan for the next three years (2021-2023) (hereinafter referred to as the “plan”).
1、 Basic principles for formulating the plan
The formulation principle of this plan is to implement a positive profit distribution plan, maintain the continuity and stability of profit distribution policy, and earnestly safeguard the legitimate rights and interests of shareholders on the premise of complying with relevant laws and regulations, regulatory requirements and relevant provisions of the articles of association, and fully considering their own business situation, the long-term interests of the company and the overall interests of all shareholders, Provide investors with reasonable return on investment and take into account the company’s capital needs and sustainable development. 2、 Main considerations in formulating this plan
The company’s main considerations in formulating this plan are the reasonable investment return to investors, especially small and medium-sized investors, and the long-term sustainable development of the company. The company will comprehensively analyze the company’s development stage, social capital cost, external financing environment and other factors, fully consider the company’s actual operation status, capital demand, profit scale, cash flow status and shareholders’ investment return demand, and make institutional arrangements for profit distribution, so as to ensure the rationality, continuity and stability of profit distribution policy.
3、 Shareholder return plan for the next three years (2021-2023)
(i) Form and interval of profit distribution
The company may distribute profits in cash, shares or a combination of the two, and give priority to cash distribution. In principle, the company implements annual profit distribution after the end of each fiscal year. The board of directors can propose the company to make interim profit distribution according to the company’s profit status and capital demand.
（2） Specific conditions for cash dividends
The audit institution shall issue a standard unqualified audit report on the company’s annual financial report, Distributable profits realized by the company in the year (i.e. the after tax profit remaining after the company makes up the losses and withdraws the accumulation fund) is positive, and on the premise that the cash can meet the company’s continuous operation and long-term development, the company actively adopts cash to distribute dividends. The company determines the distributable profits based on the statement caliber of the parent company. If conditions permit, the company can carry out Interim Cash dividends.
Under any of the following circumstances, the company may not pay cash dividends:
1. Consolidated statement or parent company’s statement of unrealized profit in the current year;
2. The net operating cash flow or net cash flow of the current year in the consolidated statements or the statements of the parent company is negative;
3. The asset liability ratio at the end of the consolidated statement or the parent company’s statement exceeds 60% (including 60%);
4. The profit balance available for distribution at the end of the period in the consolidated statement or the statement of the parent company is negative;
5. The company’s financial report is issued with non-standard and unqualified opinions by the auditee;
6. The company has major capital expenditure arrangements in a certain period in the foreseeable future. Cash dividends may lead to the company’s cash flow unable to meet the company’s operation or investment needs.
（3） Proportion of cash dividends
The cash dividends distributed by the company shall not be less than 20% of the distributable profits realized in the current year.
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, and put forward specific 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 at least reach 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 at least reach 40%;
3. If the development stage of the company is in the growth period and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall at least reach 20%.
4. 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.
（4） Conditions of stock dividend distribution
Conditions for issuing stock dividends: if the company uses stock dividends for profit distribution, it shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
Subject to the conditions for issuing stock dividends, while paying cash dividends in accordance with the provisions of the articles of association, the company may issue stock dividends according to the size of the company’s share capital, stock price, etc.
（5） Adjustment of profit distribution policy
The company’s profit distribution policy shall maintain continuity and stability, but the company may adjust the profit distribution policy in case of any of the following circumstances:
1. The company’s external business environment or its own business conditions have changed greatly, and it is necessary to adjust the profit distribution policy;
2. If the laws, regulations, rules and relevant normative documents that the company should comply with change, the company needs to adjust the profit distribution policy according to the changed provisions.
The company shall adjust its profit distribution policy based on the protection of shareholders’ rights and interests. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange, and shall perform the following procedures:
1. The management or directors of the company shall first put forward plans for the adjustment of profit distribution policies and submit them to the board of directors for deliberation. When considering the profit distribution policy adjustment plan, the board of directors shall demonstrate and analyze the reasons and necessity of profit distribution policy adjustment in detail. The plan can be adopted only with the consent of more than half of all directors and more than half of independent directors. 2. The independent directors of the company shall express independent opinions on the profit distribution policy adjustment plan adopted by the board of directors. 3. The board of supervisors of the company shall review and comment on the profit distribution policy adjustment plan formulated by the board of directors. The opinions of the board of supervisors must be approved by more than half of the supervisors; If the company has external supervisors (supervisors who do not hold positions in the company), they shall also be approved by more than half of the external supervisors.
4. The profit distribution policy adjustment plan deliberated and approved by the board of directors can be submitted to the general meeting of shareholders for deliberation only after more than half of the independent directors express their consent and the board of supervisors express their consent. When issuing the notice of convening the relevant general meeting of shareholders, the opinions of independent directors and the opinions of the board of supervisors shall be announced at the same time, and the reasons and necessity for the adjustment of profit distribution policy shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders.
5. After announcing the proposal on the adjustment of profit distribution policy, the board of directors shall listen to the opinions of minority shareholders on the adjustment of profit distribution policy through various channels, and explain the opinions of minority shareholders on the adjustment of profit distribution policy to the participating shareholders when the general meeting of shareholders deliberates the adjustment plan of profit distribution policy.
6. The resolution of the general meeting of shareholders on the adjustment of profit distribution policy can only be adopted with the consent of more than 2 / 3 of the voting rights held by the shareholders (including agents) attending the general meeting of shareholders.
When considering the adjustment plan of profit distribution policy, the general meeting of shareholders 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.
4、 Formulation cycle and relevant decision-making mechanism of shareholder return planning
(i) The board of directors of the company formulates this plan in accordance with relevant laws and regulations, regulatory requirements, the articles of association and specific conditions, fully listens to the opinions of shareholders, independent directors and the board of supervisors, and submits it to the general meeting of shareholders for deliberation and approval before implementation. After the general meeting of shareholders of the company makes a resolution to approve the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
（2） The board of directors of the company will give full play to its role in decision-making and strategic management, promote and supervise the implementation of the plan, and disclose in detail the formulation and implementation of the profit distribution plan in the annual report. If the company fails to formulate the annual profit distribution plan according to the plan, it shall specify the specific reasons, the exact purpose of retained undistributed profits and income in the annual report In addition, independent directors shall express independent opinions on this.
（3） The company shall comply with the shareholder return plan. If the company is unable to determine the profit distribution plan of the current year according to the established cash dividend policy or the minimum cash dividend proportion due to force majeure or major changes in the external business environment, and the board of directors deems it necessary to adjust the profit distribution policy, the board of directors shall After formulating the adjustment plan, the board of directors shall submit the adjustment plan to the general meeting of shareholders for deliberation. When formulating the adjustment plan, the board of directors shall take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons in detail, the independent directors shall express independent opinions on this, and the board of supervisors shall consider the adjustment plan for shareholders’ dividend return plan formulated by the board of directors. The adjustment plan of shareholders’ dividend return plan shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders, and the minutes of the meeting shall be properly kept.
（4） The company encourages the majority of small and medium-sized investors and institutional investors to actively participate in the decision-making of the company’s profit distribution. The board of directors of the company shall fully listen to the opinions and demands of small and medium-sized shareholders and respond to the concerns of small and medium-sized shareholders in time before convening the general meeting of shareholders to consider the specific scheme of cash dividend.
（5） The company will continue to strengthen the awareness of rewarding shareholders and maintain the continuity and stability of the company’s profit distribution policy in accordance with relevant laws and regulations and the articles of association Comprehensively analyze the company’s profitability, future business development plan and shareholder dividend return, balance the reasonable investment return of shareholders and the company’s long-term development, and fully consider the company’s current and future profit scale, cash flow and other factors, and formulate the shareholder dividend return plan for this period every three years, Specify the specific arrangement and form of profit distribution in this period, cash dividend planning and period interval, etc.
5、 Supplementary Provisions
(i) Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, regulatory requirements and the articles of association. In case of any conflict with the provisions of relevant laws and regulations, the provisions of relevant laws and regulations shall prevail.
（2） The board of directors of the company shall be responsible for the interpretation of the plan. It shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when revising.
Fujian Boss Software Corp(300525) board of directors
December 29, 2001
