Beijing Starneto Technology Co.Ltd(002829)
Shareholder return planning for the next three years (2022-2024)
In order to improve and perfect the dividend decision-making and supervision mechanism of Beijing Starneto Technology Co.Ltd(002829) (hereinafter referred to as “the company”), enhance the transparency of the company’s profit distribution, repay investors continuously, stably and scientifically, effectively protect the legitimate rights and interests of public investors, 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 China Securities Regulatory Commission, and in combination with the actual operation and future development needs of the company, The company hereby formulates the shareholder return plan for the next three years (2022-2024) (hereinafter referred to as “the plan”).
1、 Factors considered in formulating this plan
The plan focuses on the long-term and sustainable development of the company. Based on the comprehensive analysis of the characteristics of the industry, the actual situation of the company’s operation and development, future development objectives and profit scale, the company’s financial situation, social capital cost, external financing environment and other important factors, and fully considering and listening to the requirements and wishes of shareholders (especially minority shareholders), Establish a scientific, sustainable and stable return planning and mechanism for investors to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the 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. On the basis of paying attention to the reasonable return on investment to shareholders and taking into account the sustainable development of the company, fully listen to and consider the opinions of shareholders (especially minority shareholders), independent directors and supervisors, and formulate a reasonable return plan for shareholders, Take into account the relationship between the company’s short-term interests and long-term development, so as to ensure the continuity and stability of profit distribution policy.
3、 The company’s shareholder return plan for the next three years (2022-2024)
(i) The company may distribute profits in the form of cash, stocks or a combination of cash and stocks, and give priority to the distribution of profits in the form of cash dividends. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution; Where stock dividends are used for profit distribution, factors such as the growth of the company and the dilution of net assets per share shall be comprehensively considered.
（2） Under the condition that the distributable profit realized by the company in this year is positive, dividends shall be distributed at least once in principle; If the net cash flow generated by the company’s operating activities in the current year is positive, the profit distributed in cash shall not be less than 20% of the distributable profit realized in the current year.
（3） When the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, it can adopt the stock method for profit distribution. When the company distributes profits by shares, it should have the factors of the company’s growth, dilution of net assets per share and so on
（4） The board of directors of the company shall comprehensively consider the company’s industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish situations and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association, but it shall ensure that the proportion of cash dividends in this profit distribution meets the following requirements:
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%;
Where the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, the board of directors shall deal with it with reference to the provisions of the preceding paragraph according to the specific circumstances.
（5） The board of directors may propose the company to pay Interim Cash Dividends according to the company’s capital status.
（6） If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
（7） The company’s profit distribution shall not exceed the amount of accumulated profits available for distribution and shall not damage the company’s sustainable operation ability.
4、 Decision making mechanism of shareholder dividend return planning
(i) The company’s management and the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, the conditions for adjustment and the requirements of its decision-making procedures, and put forward reasonable dividend suggestions and plans in combination with the company’s profitability, capital demand and shareholder return plan, which shall be submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors.
（2） The general meeting of shareholders shall vote on the dividend proposal proposed by the board of directors in accordance with laws and regulations, 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. When convening the general meeting of shareholders, in addition to the on-site meeting, a voting platform in the form of network shall also be provided to shareholders. In order to effectively protect the rights of shareholders of social public shares to participate in the general meeting of shareholders, the board of directors, independent directors and shareholders meeting relevant requirements can solicit their voting rights at the general meeting of shareholders from the company’s shareholders.
（3） Where the company distributes profits by shares, the independent directors shall express clear opinions on the necessity.
（4） If the company decides not to pay dividends or intends to distribute profits less than the above dividend proportion due to major changes in the external business environment or its own business conditions, it shall obtain the consent of the independent directors and express clear independent opinions, and submit the profit distribution plan to the board of directors and the board of supervisors for deliberation. After the board of directors and the board of supervisors have deliberated and approved respectively, it can be submitted to the general meeting of shareholders for deliberation, In the proposal of the general meeting of shareholders, the profit distribution plan shall be demonstrated in detail and the reasons shall be explained.
（5） In case of any of the following circumstances in the process of formulating and implementing the cash dividend policy, the independent directors shall give clear opinions:
1. The articles of association stipulates the cash dividend policy, but the profit distribution plan of the current year cannot be determined according to the established cash dividend policy;
2. The company has the ability to pay dividends but does not pay dividends during the annual report period, especially for many consecutive years or the dividend level is low;
3. The company has a large proportion of cash dividends;
4. Other circumstances recognized by Shenzhen Stock Exchange.
（6） If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange. The adjustment plan of dividend distribution policy shall first be approved by the independent directors and express clear independent opinions, and then submitted to the board of directors and the board of supervisors for deliberation respectively. It can be submitted to the general meeting of shareholders for deliberation only after being deliberated and approved by the board of directors and the board of supervisors respectively (if the company has external supervisors, the external supervisors shall express clear and affirmative opinions). The dividend distribution policy adjustment plan shall be considered by online voting, which shall be adopted by more than 2 / 3 of the voting rights held by all shareholders attending the meeting. The company shall formulate an amendment to the articles of association to amend relevant provisions accordingly.
5、 Information disclosure of profit distribution of the company
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the periodic report, indicating whether it complies with the provisions of the articles of association or the requirements of the resolutions 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 have fulfilled their responsibilities and played 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.
6、 Solicitation of shareholders’ opinions on profit distribution
The office of the board of directors of the company is responsible for the management of investor relations, answering the daily consultation of investors, fully soliciting the opinions and demands of shareholders, especially minority shareholders, on the dividend return planning and profit distribution of the company’s shareholders, and timely answering the concerns of minority shareholders.
7、 Supplementary Provisions
(i) Matters not covered in this plan shall be implemented in accordance with relevant national laws, regulations and the articles of association. （2） The right to interpret the plan belongs to the board of directors of the company.
（3） The plan shall be implemented from the date of deliberation and adoption by the general meeting of shareholders.
Beijing Starneto Technology Co.Ltd(002829) board of directors January 6, 2022
