Tanac Automation Co.Ltd(300461)
Shareholder return plan for the next three years (2022-2024)
In order to further enhance the transparency of the company’s profit distribution policy, improve and improve the company’s profit distribution decision-making and supervision mechanism, maintain the continuity and stability of the profit distribution policy, protect the legitimate rights and interests of investors and facilitate investors to form stable return expectations, 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 [2013] No. 43), the articles of association and other relevant regulations, and comprehensively considering the company’s operation, financial status, business development needs and other important factors, The Tanac Automation Co.Ltd(300461) shareholder return plan for the next three years (2022-2024) (hereinafter referred to as “the plan”) is hereby formulated, as follows:
1、 Considerations of the company in formulating this plan
Focusing on long-term and sustainable development, the company, based on a comprehensive analysis of the company’s actual business development, social capital cost, external financing environment and other factors, fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment, so as to establish a sustainable, stable Scientific return planning and mechanism, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
The company shall maintain the continuity and stability of the profit distribution policy. The company’s profit distribution shall pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. In the next three years, the company will distribute dividends in cash, stock or a combination of cash and stock according to the actual operation. This plan is formulated in accordance with the provisions of relevant laws and regulations and the articles of association, while maintaining the continuity and stability of profit distribution policy.
3、 Specific shareholder return plan of the company in the next three years (2022-2024)
1. Form of profit distribution
The company may distribute its profits in the form of cash or stock, or a combination of cash and stock, or other methods permitted by laws and regulations. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s ability to continue operation. Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution.
The board of directors, the board of supervisors and the general meeting of shareholders shall give full consideration to the opinions of independent directors, supervisors and public investors in the decision-making and demonstration of profit distribution policies.
2. Specific conditions for cash dividends
(1) The distributable profit realized by 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.
3. Period interval of profit distribution
Under the condition of meeting the above cash dividend conditions, the company shall distribute profits in cash. In principle, cash dividend shall be distributed once a year. The board of directors of the company can propose the company to carry out medium-term cash dividend according to the company’s profit and capital demand.
4. Conditions for issuing stock dividends
The current development stage of the company belongs to the growth stage, and there are major capital investment and expenditure arrangements in the future. When making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%. With the continuous development of the company, if the board of directors of the company believes that the development stage of the company is mature, the board of directors shall submit to the general meeting of shareholders for a resolution to increase the minimum proportion of cash dividends in this profit distribution according to the procedures for adjusting the profit distribution policy specified in the articles of association according to whether the company has a major capital expenditure arrangement plan. If the company’s performance grows 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 and implement a stock dividend distribution plan while meeting the above cash distribution.
If a shareholder occupies the company’s funds in violation of regulations, the cash dividend distributed by the shareholder shall be deducted during profit distribution to repay the funds occupied.
5. Cash dividend ratio
The company shall maintain the continuity and stability of the profit distribution policy, and the profit distributed in cash every year shall not be less than 20% of the distributable profit 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, 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 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 shall be handled in accordance with the provisions of the preceding paragraph.
4、 Decision making procedures and mechanisms for profit distribution matters
1. The annual profit distribution plan of the company shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability and capital needs, and submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors and approved by more than half of the independent directors. The independent directors and the board of supervisors shall review the profit distribution plan submitted to the general meeting of shareholders and issue written opinions;
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;
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 (including but not limited to providing online voting, inviting minority shareholders to attend the meeting, etc.), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders;
4. If the board of directors does not propose a profit distribution plan in cash when the cash dividend conditions are met in the current year, the reasons shall also be explained and disclosed in the annual report, and the independent directors shall express independent opinions on this. At the same time, when convening the general meeting of shareholders, the company shall provide online voting and other means to facilitate minority shareholders to participate in the voting of the general meeting of shareholders;
5. The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special instructions and opinions on the implementation of relevant policies and plans if it makes profits but does not put forward a profit distribution plan within the year;
6. The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws, regulations and the articles of association.
5、 Conditions, decision-making procedures and mechanisms for adjusting profit distribution policies
If the company needs to adjust the profit distribution policy according to the needs of production and operation, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange. The proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors, It is approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully consider the opinions of public investors, the general meeting of shareholders shall be held by online voting at the same time.
6、 Supplementary Provisions
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. 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.
Tanac Automation Co.Ltd(300461) board of directors January 7, 2022
