Wenzhou Yihua Connector Co.Ltd(002897)
Planning for shareholders’ dividend return in the next three years (2022-2024)
In order to improve the profit distribution policy of Wenzhou Yihua Connector Co.Ltd(002897) (hereinafter referred to as “the company”), establish a sustainable, stable and scientific return mechanism for investors, maintain the continuity and stability of profit distribution policy, and guide investors to establish the concept of long-term investment and rational investment, In accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) and the articles of association of the CSRC, and in combination with the actual situation of the company, The company has formulated the Wenzhou Yihua Connector Co.Ltd(002897) shareholder dividend return plan for the next three years (2022-2024) (hereinafter referred to as the “plan”), as follows:
1、 Considerations for the development of this plan
The company focuses on long-term and sustainable development, considers the actual situation of enterprise development, comprehensively analyzes the actual operation and development of the company, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, solicits and listens to the requirements and wishes of shareholders, especially small and medium-sized shareholders, and fully considers the current and future profit scale, cash flow status, development stage The project investment fund demand, the issuance financing, bank credit and debt financing environment and other factors, formulate the shareholder dividend return plan on the basis of balancing the short-term and long-term interests of shareholders, establish a sustainable, stable and scientific return plan and mechanism for investors, and make institutional arrangements for the distribution of share profits, And to maintain the continuity and stability of the company’s profit distribution policy.
2、 Basic principles for the formulation of this plan
If the company formulates the shareholder return plan for each period and needs to adjust the shareholder return plan due to major changes in the company’s external business environment or its own business conditions, it shall fully listen to the opinions of independent directors, supervisors and minority shareholders in accordance with the provisions of relevant laws, administrative regulations, departmental rules and the articles of Association; The shareholder return plan formulated shall focus on the long-term and sustainable development of the company, and establish a sustainable, stable and scientific return mechanism for investors 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.
3、 Specific shareholder return plan for the next three years (2022-2024)
(i) Profit distribution principle
Implement a sustained and stable profit distribution policy. The profit distribution of the company shall pay attention to the reasonable investment return to investors, but shall not exceed the scope of accumulated distributable profits and shall not damage the sustainable development ability of the company. The remaining after tax profits of the company after making up the losses and drawing the reserve fund shall be distributed according to the proportion of shares held by shareholders, except that they are not distributed according to the proportion of shares as stipulated in the articles of association. The company’s shares held by the company shall not participate in the distribution of profits.
（2） Profit distribution mode
Dividends shall be distributed in cash or stock. On the premise that the company’s cash flow meets the company’s normal operation and development planning, the basic principle of cash dividends shall be adhered to.
（3） Profit distribution ratio
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 shall pay cash dividends. The profit distribution of the company shall not exceed the scope of accumulated distributable profits. If and under the condition of meeting the capital needs of the company’s normal production and operation: if there is no major investment plan or major cash expenditure, the profit distributed in cash in a single year shall not be less than 10% of the distributable profits realized in that year.
If the company’s operating income and profit scale grow rapidly, and the board of Directors considers that the company’s stock price does not match the size of the company’s share capital, it can propose to implement the stock dividend distribution plan while meeting the above cash dividend distribution. If the company distributes profits by cash and stock dividends at the same time, under the condition of meeting the capital needs of the company’s normal production and operation, the company implements differentiated cash dividend policy:
(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 at least reach 40%;
(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 at least reach 20%;
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. If the company’s net profit maintains a sustained and stable growth in the next three years (2022-2024), the company can increase the proportion of cash dividends or implement stock dividend distribution to increase the return to investors.
（4） Profit distribution period
In principle, the company will pay cash dividends once a year, and the board of directors can propose the company to pay Interim Cash Dividends according to the company’s capital demand.
4、 Decision making procedures and mechanism of the plan in the next three years
(i) The annual or interim profit distribution plan of the company shall be proposed and formulated by the board of directors of the company in combination with the company’s specific operating data, profit scale, cash flow status, development stage and current capital demand, as well as the opinions of shareholders (especially minority shareholders) and independent directors The board of supervisors shall submit it to the general meeting of shareholders for deliberation after it is deliberated and approved by more than two-thirds of the independent directors.
（2） When the board of directors deliberates the specific plan of cash dividend, it 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; 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 board of directors does not propose a cash dividend plan, it shall explain the reasons for not paying cash dividends and the purpose of retained earnings, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors.
（3） When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it 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.
5、 Formulation cycle and adjustment mechanism of the plan
If the company really needs to adjust or change the profit distribution policy in accordance with the provisions of relevant laws, regulations and normative documents, the requirements of regulatory policies, or in case of force majeure such as war and natural disasters, or major changes in the external business environment, or other matters that have a significant impact on the company’s continuous operation, The established profit distribution policy can be adjusted, but the adjusted profit distribution policy shall not violate relevant laws, regulations and regulatory provisions.
The board of directors of the company shall review the shareholder return plan at least every three years. When the company adjusts the profit distribution plan, the board of directors shall make a special discussion, demonstrate and explain the reasons in detail, and listen to the opinions of independent directors and all shareholders, especially minority shareholders, through multiple channels. After being reviewed and approved by the board of directors and approved by independent directors, it is approved by more than 2 / 3 of the voting rights held by shareholders attending the general meeting of shareholders.
6、 Interpretation and effectiveness
1. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of Association; In case of any conflict with the laws and regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the plan shall be revised in time.
2. This plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company. Wenzhou Yihua Connector Co.Ltd(002897) board of directors January 6, 2022
