Wuxi Chipown Micro-Electronics Limited(688508)
Shareholder dividend return planning for the next three years (20222024)
In order to improve the scientific, sustainable and stable shareholder return mechanism of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as “the company” and ” Wuxi Chipown Micro-Electronics Limited(688508) “), increase the transparency and operability of profit distribution policy decisions, actively repay investors and effectively protect the legitimate rights and interests of minority shareholders, In accordance with the requirements of 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 (CSRC announcement [2022] No. 3) and other documents of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the articles of association, The company has formulated the dividend return plan for shareholders in Wuxi Chipown Micro-Electronics Limited(688508) the next three years (20222024) (hereinafter referred to as “the plan”).
Article 1 factors considered in this plan
The company focuses on long-term and sustainable development, takes the interests of shareholders as the starting point, pays attention to the protection of the interests of investors, and gives investors stable returns. Based on the comprehensive analysis of the company’s operation and development status, development objectives, shareholders’ wishes, current and future profit scale, cash flow status, social capital cost and external financing environment, combined with the characteristics and development trend of the company’s industry, establish a sustainable, stable and scientific return mechanism for investors and maintain the continuity and stability of profit distribution policy.
Article 2 formulation principles of this plan
On the premise of complying with relevant laws, regulations, normative documents and the articles of association, the company’s profit distribution policy should pay attention to the reasonable investment return to investors and give consideration to the sustainable development of the company, fully listen to the opinions and demands of shareholders, especially small and medium-sized shareholders, and combine the opinions of independent directors and supervisors to ensure the continuity and stability of profit distribution policy.
Article 3 specific shareholder dividend return plan for the next three years (20222024) I. form of profit distribution
On the premise that the company’s profit and cash flow meet the company’s normal operation and long-term development, the company will give priority to cash distribution of dividends; When the company is expected to maintain a good development prospect in the future and the company’s development needs more cash, the company can distribute dividends by means of stock dividends.
2、 Period interval of profit distribution
On the premise of meeting the profit distribution conditions and ensuring the normal operation and long-term development of the company, the company will distribute profits once a year after being deliberated and approved by the annual general meeting of shareholders in principle. The board of directors of the company may propose the company to conduct Interim Cash Dividends according to the company’s profitability and capital demand, and submit them to the general meeting of shareholders for deliberation and approval. 3、 Conditions and proportion of profit distribution
1. Conditions for cash distribution: the distributable profit of the company in this year (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive, and the cash flow is abundant. The implementation of cash dividends will not affect the subsequent sustainable operation of the company; The accumulated distributable profit of the company is positive; The audit institution shall issue a standard unqualified audit report on the annual financial report of the company; The company has no special events such as major investment plan or major cash expenditure (except for the projects raised). Major investment plan or major cash expenditure 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 30% of the company’s latest audited net assets attributable to the parent company.
2. Conditions for the implementation of stock dividend: when the company’s operation is good and the board of Directors believes that the distribution of stock dividend is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan on the premise of ensuring full cash dividend distribution. If the company uses stock dividends for profit distribution, it shall fully consider whether the total share capital after the distribution of stock dividends is applicable to the company’s current business scale, profit growth rate and dilution of net assets per share, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
3. Proportion of cash dividends: the company shall maintain the continuity and stability of the profit distribution policy. When the conditions for cash dividends are met, in principle, the annual cash dividends of the company shall not be less than 20% of the distributable profits realized in the current year. The undistributed distributable profits of the current year can be reserved for distribution in subsequent years.
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 investment plans or major cash expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
4、 Decision making mechanism and procedure of profit distribution
1. The board of directors shall formulate annual profit distribution plan and medium-term profit distribution plan, and independent directors shall separately express clear opinions on the profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
2. The board of supervisors shall review the profit distribution plan and make a resolution.
3. The board of directors and the board of supervisors shall review and approve the profit distribution plan and submit it to the general meeting of shareholders for deliberation and approval.
4. The general meeting of shareholders deliberates the profit distribution plan. The company shall provide online voting and other means to facilitate shareholders to participate in the voting of the general meeting of shareholders. Before shareholders review the specific cash dividend plan, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to shareholder hotline, fax, email, interactive platform, etc.), fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in a timely manner.
5、 Adjustment of profit distribution policy
1. The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan approved by the general meeting of shareholders. When the company’s external business environment or its own business conditions change greatly, or it is really necessary to adjust the profit distribution plan according to the investment planning and long-term development needs, it shall meet the conditions specified in the articles of association, perform the corresponding decision-making procedures after detailed demonstration, and be approved by more than 2 / 3 of the voting rights held by the shareholders attending the shareholders’ meeting; Independent directors shall express clear opinions on the authenticity, sufficiency and rationality of the reasons for adjustment or change, the authenticity and effectiveness of the review procedures and whether they meet the conditions specified in the articles of association, and the company shall fully communicate with minority shareholders before the shareholders’ meeting, and timely respond to the concerns of minority shareholders. If necessary, shareholders’ opinions can be collected through the online voting system.
The following circumstances refer to the above-mentioned major changes in the external business environment or their own business conditions:
(1) The audited net profit of the company is negative due to major changes in national laws, regulations and industrial policies, not due to the company’s own reasons;
(2) The occurrence of unforeseen, unavoidable and insurmountable force majeure factors such as earthquake, typhoon, flood and war has a significant adverse impact on the production and operation of the company, resulting in the negative audited net profit of the company;
(3) The company law stipulates that profits cannot be distributed;
(4) The net cash flow from the company’s operating activities is lower than 10% of the distributable profits realized in the current year for two consecutive years;
(5) Other matters prescribed by the CSRC and the stock exchange.
2. Specific conditions for the company to adjust the cash dividend policy:
(1) The company incurs losses or has issued a suggestive announcement of advance losses;
(2) Within two months from the date of the shareholders’ meeting for profit distribution, the balance of cash (including bank deposits, highly liquid bonds, etc.) of the company other than the funds raised, government special financial funds and other special funds or special account management funds is not enough to pay cash dividends;
(3) The implementation of the established dividend policy will lead to the failure of major investment projects and major transactions approved by the general meeting of shareholders or the board of directors to be implemented according to the established transaction plan;
(4) The board of directors has reasonable reasons to believe that the implementation of the established dividend policy will have a material adverse impact on the continuous operation or profitability of the company.
6、 Profit distribution information disclosure mechanism
The company shall disclose in detail the formulation and implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report in strict accordance with relevant regulations, indicating whether it complies with the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors fulfill their responsibilities and play 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 is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent. If the company is profitable in the current year and meets the conditions for cash dividends, but the board of directors has not made a profit distribution plan for cash dividends, the company shall disclose the reasons in the periodic report, and explain the purpose and use plan of the funds not used for dividends retained in the company, and the independent directors shall express their independent opinions and the board of supervisors shall express their opinions. At the same time, when the general meeting of shareholders is held, the company shall provide online voting and other means to facilitate the participation of minority shareholders.
Article 4 formulation cycle of shareholder dividend return plan
The board of directors of the company shall formulate plans according to the profit distribution policies determined in the articles of association. If the company needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, or due to major changes in the external business environment and its own business conditions, the board of directors of the company shall adjust the plan in combination with the actual situation of the company, which can be implemented only after being reviewed and approved by the board of directors and submitted to the general meeting of shareholders of the company.
The company reviews the plan at least once every three years, fully considers and listens to the opinions of shareholders (especially minority shareholders), independent directors and supervisors through various channels, and makes appropriate adjustments to the dividend distribution policy being implemented by the company, so as to determine the shareholder return plan for this period.
Article 5 effective mechanism of this plan
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the relevant provisions of 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.
Wuxi Chipown Micro-Electronics Limited(688508) board of directors March 18, 2022
