Securities code: Profit Cultural & Creative Group Co.Ltd(300640) securities abbreviation: Profit Cultural & Creative Group Co.Ltd(300640) Announcement No.: 2022022 Profit Cultural & Creative Group Co.Ltd(300640)
Shareholder return plan for the next three years (20222024)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to improve and perfect the company’s scientific and sustainable shareholder return mechanism and effectively protect the legitimate rights and interests of investors, in accordance with 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 (zjf announcement [2022] No. 3) and other relevant laws, regulations and normative documents of the CSRC, as well as the provisions of the articles of association, The company has formulated the shareholder return plan for Profit Cultural & Creative Group Co.Ltd(300640) next three years (20222024), the main contents are as follows:
1、 Main considerations in formulating this plan
Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as “the company”) focuses on the long-term and sustainable development ability. Based on the comprehensive analysis of the actual operation and development of the company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, the company fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand, issuance and financing, bank credit and debt financing environment of the company, Establish a sustainable, stable and scientific return planning and mechanism for investors to ensure the continuity and stability of dividend distribution policy, enhance the transparency of profit distribution decision-making, actively return investors, and guide investors to establish the concept of long-term investment and rational investment. According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission This plan is formulated in accordance with the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3).
2、 Basic principles for formulating the plan
The formulation of this plan shall comply with relevant laws and regulations, regulatory requirements and the provisions on profit distribution in the articles of association, pay attention to the reasonable return on investment to shareholders, take into account the capital needs and sustainable development of the company, fully listen to the opinions of independent directors and minority shareholders, implement a positive profit distribution plan and ensure the continuity and stability of profit distribution policies.
3、 Dividend distribution policy
(I) profit distribution principle
The company implements an active, sustainable and stable profit distribution policy. The company’s profit distribution should pay attention to the reasonable investment return to investors and take into account the actual operation and sustainable development of the company in that year. The company shall formulate a profit distribution plan in combination with the specific operation conditions and fully consider the current profit scale, cash flow status, development stage and current capital demand.
(II) profit distribution form and priority
The company may distribute profits in the form of cash, stock or a combination of cash and stock. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
Cash dividends have priority over stock dividends in the way of profit distribution. If the conditions for cash dividends are met, the company shall adopt cash dividends for profit distribution.
(III) profit distribution conditions
The company shall distribute its annual profits with cash dividends when all the following conditions are met:
1. The company makes profits in the current year;
2. As of the end of the year, the accumulated undistributed profit of the company is positive;
3. The audit institution issues an unqualified opinion on the company’s annual financial report;
4. In the next 12 months, the company has no major capital expenditure arrangements (except for the projects raised funds). Major capital expenditure arrangement means that the amount of the company’s proposed foreign investment, purchase or acquisition of assets accounts for more than 50% of the latest audited net assets and the absolute amount exceeds 50 million yuan, or accounts for more than 30% of the latest audited total assets.
If the company uses stock dividends for profit distribution, it shall comprehensively consider the real and reasonable factors such as the growth of the company and the dilution of net assets per share, and fully consider whether the total distributable profits, cash flow, capital stock scale and expansion speed of the company are compatible with the current business model and profit growth speed of the company.
(IV) interval of profit distribution
When the conditions for profit distribution specified in the articles of association are met, the company shall make an annual profit distribution every year, unless otherwise specified in relevant laws and regulations, normative documents and the articles of association. The company can make interim profit distribution according to its operation.
(V) cash dividend ratio
If the company distributes profits in cash, the amount of distribution shall not be less than 20% of the distributable profits 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 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 can be handled in accordance with the provisions of the preceding paragraph.
(VI) decision making procedure and mechanism of profit distribution
The company’s profit distribution plan shall be prepared by the company’s management in combination with the provisions of the articles of association, profitability, capital supply and demand, and then submitted to the company’s board of directors for deliberation. Independent directors can solicit the opinions of minority shareholders, put forward dividend plans and directly submit them to the board of directors for deliberation. The board of directors fully discussed the rationality of the profit distribution plan, formed a special resolution and submitted it to the general meeting of shareholders for deliberation. When considering the specific plan of cash profit distribution, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash profit distribution, adjustment conditions and decision-making procedures. Independent directors shall express clear independent opinions on the profit distribution plan.
The general meeting of shareholders shall give full consideration to the opinions of independent directors and public shareholders in the process of making decisions and demonstrating profit distribution policies. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, it can actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to providing online voting, telephone, fax, e-mail, company website, interactive platform, 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.
When the company does not pay cash dividends, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends, the exact purpose of the company’s retained earnings and the expected investment income, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors and disclosed on the media designated by the company.
(VII) adjustment of profit distribution policy
The company shall maintain the continuity and stability of the profit distribution policy. The company can adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, and in combination with the opinions of shareholders (especially public investors), independent directors and supervisors. The proposal on the adjustment of profit distribution policy shall be demonstrated and explained in detail, and submitted to the general meeting of shareholders for deliberation after being deliberated by the board of directors and passed by more than half of all directors, and passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. The company shall facilitate the participation of minority shareholders in the general meeting of shareholders through online voting. Independent directors shall express clear opinions on the proposal on the adjustment of dividend distribution policy. The adjusted profit distribution policy of the company shall not violate the relevant provisions of the CSRC and the stock exchange.
(VIII) principle of using undistributed profits
The retained undistributed profits of the company are mainly used for major investments and cash expenditures related to business operations, such as foreign investment, purchase of assets, improvement of R & D strength, gradually expand the business scale, optimize the financial structure, promote the rapid development of the company, realize the future development planning objectives of the company in a planned and step-by-step manner, and finally maximize the interests of shareholders.
(IX) if a shareholder of the company illegally occupies the company’s funds, the company shall deduct the corresponding cash dividend distributed by the shareholder to repay the funds occupied.
4、 Adjustment mechanism of the plan and the company’s dividend policy
The company shall maintain the continuity and stability of the profit distribution policy. 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 the stock exchange. The proposal on adjusting the profit distribution policy shall be drafted by the board of directors of the company. The independent directors shall express independent opinions, which shall be submitted to the general meeting of shareholders for deliberation by special resolution after being deliberated and approved by the board of directors and the board of supervisors. The company shall provide online voting and other means to facilitate the public shareholders to participate in the voting of the general meeting of shareholders, and fully solicit the opinions of the public investors, so as to protect the rights and interests of investors. 5、 Effective mechanism of shareholder return plan
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and 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.
Profit Cultural & Creative Group Co.Ltd(300640) board of directors
March 18, 2022
