Shenzhen Fluence Technology Plc(300647)
Shareholder dividend return planning for the next three years (20222024)
In order to improve the decision-making procedures and mechanism of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as the “company”) on profit distribution, in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3), the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the company’s articles of association of the China Securities Regulatory Commission, Improve the transparency and operability of dividend distribution decision-making, actively repay investors, and formulate the company’s shareholder dividend return plan for the next three years (20222024) in combination with the actual situation of the company.
1、 Principles for the company to formulate this plan
The company implements a continuous and stable profit distribution policy. The company’s profit distribution should pay attention to the reasonable return on investment to investors and take into account the sustainable development of the company. In the next three years, the company will actively distribute profits in cash. This plan is formulated in compliance with relevant laws and regulations and the articles of association while maintaining the continuity and stability of profit distribution policy.
2、 Considerations of the company in formulating this plan
Focusing on long-term and sustainable development, the company comprehensively considers the actual situation and development objectives of the company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, and establishes a sustainable, stable and scientific return planning and mechanism for investors on the basis of fully considering and listening to the requirements and wishes of shareholders, especially small and medium-sized shareholders, so as to make institutional arrangements for dividend distribution, To ensure the continuity and stability of dividend distribution policy. 3、 The company’s dividend return plan for shareholders in the next three years (20222024)
(I) under the conditions of cash dividend, if the company has no major capital expenditure arrangement, the company shall give priority to cash dividend for profit distribution. If the company adopts cash dividends, the cumulative profit distributed in cash each year shall not be less than 10% of the distributable profit realized in the current year. The accumulated profits distributed by the company in the form of cash dividends in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. The specific dividend proportion of each year shall be proposed by the board of directors according to the company’s annual profit status and future fund use plan. The company can make interim cash dividends according to its profitability.
Major investment plan or major capital expenditure refers to one of the following situations:
(1) The cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 50% of the company’s latest audited net assets;
(2) The company’s total investment in equipment or assets to be purchased in the next 12 months has exceeded 30% in the latest audit period.
(II) on the premise of maintaining the growth of performance, after the completion of cash dividend distribution, if the accumulated undistributed profit of the company reaches or exceeds 30% of the share capital, the company can implement stock dividend distribution. Stock dividend distribution can be implemented alone or in combination with cash dividend.
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 shall implement the following differentiated cash dividend policies:
(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 capital expenditure arrangements, it shall be handled in accordance with the provisions of the preceding paragraph.
The board of directors of the company will comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, and put forward the profit distribution plan of the current year according to the above principles. 4、 Decision making procedure and mechanism of shareholder dividend return planning
(1) The board of directors shall formulate the annual or medium-term profit distribution plan of the company;
(2) The independent directors of the company shall review the profit distribution plan and give independent review opinions, and the board of supervisors shall review the profit distribution plan and put forward review opinions; If the proposal of dividend is submitted to the board of directors for deliberation, the minority shareholders can solicit their opinions directly;
(3) After the board of directors deliberates and approves the profit distribution plan, it shall be reported to the general meeting of shareholders for deliberation and approval. When announcing the resolution of the board of directors, the audit opinions of the independent directors and the board of supervisors shall be disclosed at the same time;
(4) Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company 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. When 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 and fully listen to the opinions and demands of minority shareholders; (5) If the board of directors of the company fails to make a profit distribution plan, or makes a decision not to implement profit distribution or that there is no cash in the profit distribution plan, it shall consult the board of supervisors and disclose the reasons in the periodic report, and the independent directors shall express independent opinions on this.
(6) After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
5、 Adjustment mechanism of shareholder dividend return planning
If the company really needs to adjust the profit distribution policy according to the provisions of relevant laws, regulations and normative documents, industrial regulatory policies, its own business situation, investment planning and long-term development, or because of major changes in the external business environment, the company may adjust the established profit distribution policy after performing relevant procedures, but shall not violate relevant laws, regulations and regulatory provisions.
The proposal to adjust the profit distribution policy shall be voted by more than half of the directors of the board of directors, and the independent directors and the board of supervisors shall express their opinions. After being deliberated and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation, and shall be passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. When considering such proposals, the shareholders’ meeting shall provide online voting and other means to facilitate the participation of minority shareholders in voting.
6、 Formulation cycle of shareholder dividend return plan in the next three years
In principle, the board of directors of the company reviews the shareholder dividend return plan for the next three years every three years. If the company does not adjust the profit distribution policy as stipulated in the articles of association, it can refer to the shareholder return plan formulated or revised recently, and there is no need to formulate a shareholder dividend return plan for the next three years.
7、 Other
The plan shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company. Matters not covered shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The board of directors of the company is responsible for the interpretation of this plan.
Shenzhen Fluence Technology Plc(300647) board of directors March 18, 2022
