Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Shareholder return plan for the next three years (20222024)
In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and other relevant documents of the China Securities Regulatory Commission, in order to improve and perfect Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as the “company”) in a scientific, sustainable and The board of directors of the company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”) in combination with the actual operation and development of the company, the stage of development, social capital cost, external financing environment, shareholders’ requirements and wishes and other factors
1、 Considerations of the company in formulating this plan
Focusing on the future sustainable development, the company formulates this plan on the basis of comprehensive analysis of the actual operation and development, the requirements and wishes of investors, external financing costs, environment and other factors, and fully considering the current and future profit scale, cash flow status, development stage, project investment capital demand and other conditions of the company, To maintain the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
On the basis of complying with the company law of the people’s Republic of China and other laws, regulations, normative documents and the articles of association, the plan fully considers and listens to the opinions of shareholders (especially minority shareholders) and independent directors, implements a positive, sustainable and stable profit distribution policy, and gives priority to the use of cash dividends to actively repay investors.
3、 Specific shareholder return plan of the company in the next three years (20222024)
(I) basic principles of profit distribution policy
1. The company implements an active profit distribution policy and attaches importance to the reasonable return on investment to investors. If the company makes profits in the current year and has distributable profits after making up losses and withdrawing legal reserve and surplus reserve according to law, the company will distribute dividends to shareholders according to the specified proportion of distributable profits of the parent company in the current year;
2. The company’s profit distribution policy maintains continuity and stability, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company;
Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
3. The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability. (II) form and interval of profit distribution
1. The company distributes profits in the form of cash, stock or a combination of cash and stock, and the cash method takes precedence over the stock method.
2. The company conducts annual profit distribution once a year. On the premise of meeting the capital demand for purchasing raw materials, predictable major investment plans or major capital expenditures, the board of directors of the company can make interim profit distribution according to the current operating profit and cash flow of the company. The specific plan must be reviewed by the board of directors and submitted to the general meeting of shareholders of the company for approval.
(III) specific conditions and proportion of cash dividends
Except under special circumstances, the company shall distribute dividends in cash when it makes profits in the current year and the accumulated undistributed profits are positive. The profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current period.
Specific conditions for cash dividends:
1. The distributable profit of 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. The audit institution shall issue a standard unqualified audit report on the company’s annual financial report.
Special circumstances refer to one of the following circumstances:
1. The asset liability ratio of the parent company’s consolidated statements at the end of the year exceeds 70%;
2. The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets and exceeds 30 million yuan;
3. 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.
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;
Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
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.
(IV) specific conditions for issuing stock dividends
If the company operates well and the total accumulated undistributed profits and surplus reserves exceed more than 200% of the registered capital, the board of directors of the company shall put forward a proposal on the distribution of stock dividends and submit it to the general meeting of shareholders for deliberation.
4、 Decision making procedure and mechanism of profit distribution scheme
1. When the company meets the conditions for profit distribution, the board of directors of the company shall formulate an interim profit distribution plan (in the case of interim distribution) or an annual profit distribution plan according to the specific business conditions and market environment of the company.
When formulating 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. The profit distribution plan formulated by the board of directors shall be approved by more than half of the board of directors and submitted to the general meeting of shareholders for deliberation.
The independent directors of the company can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate with shareholders, especially small and medium-sized shareholders, through various channels, including but not limited to telephone, fax and e-mail communication or holding an investor meeting, 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.
When the general meeting of shareholders deliberates the profit distribution plan, the company shall provide shareholders with online voting.
Encourage the majority of small and medium-sized investors and institutional investors to actively participate in the decision-making of the company’s profit distribution; Give full play to the professional guiding role of intermediary institutions.
2. If the company meets the conditions for profit distribution but does not make profit distribution or makes profit distribution at a cash dividend ratio lower than that specified in the articles of association, the company shall disclose the reasons for non distribution or distribution at a cash dividend ratio lower than that specified in the articles of association in the resolution announcement of the board of directors and the annual report, And the exact purpose of the undistributed profits retained by the company and the estimated investment income. Independent directors and the board of supervisors shall express clear opinions on this.
5、 Decision making procedures and mechanisms for adjusting profit distribution policies
Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
The board of directors of the company shall re formulate the dividend return plan and plan every three years. The company shall make appropriate and necessary adjustments to the dividend plan and plan according to the opinions of shareholders (especially public investors), independent directors and the board of supervisors. The adjustment of dividend plans and plans shall take the protection of shareholders’ rights and interests as the starting point, and shall not conflict with laws, regulations and relevant provisions of the CSRC.
The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan reviewed and approved by the general meeting of shareholders.
If the company needs to adjust the profit distribution policy due to force majeure such as war and natural disasters, production and operation, investment planning and long-term development, or due to major changes in the external business environment and its own business conditions, the board of directors shall, on the premise of not violating the relevant provisions of the CSRC and the stock exchange, Formulate profit distribution adjustment policies based on the protection of shareholders’ rights and interests; Moreover, the proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, which shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors of the company.
When the general meeting of shareholders deliberates on the change of profit distribution policy, the company shall provide shareholders with online voting, which shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
6、 Other
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The board of directors of the company shall be responsible for the interpretation of the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) board of directors March 10, 2022
