Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Dividend management system
(draft to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation)
Establish a scientific and stable dividend sharing mechanism for small and medium-sized investors (hereinafter referred to as “the company”) to further protect the rights and interests of small and medium-sized investors. This system is formulated in accordance with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3), the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37) and the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Chapter I profit distribution policy
Article 1 when distributing the after tax profits of the current year, the company shall withdraw 10% of the profits into the company’s statutory reserve fund. If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn.
If the company’s statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after tax profit, it can also withdraw the discretionary reserve fund from the after tax profit after the resolution of the general meeting of shareholders.
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 for those not distributed according to the proportion of shares held according to the provisions of the articles of association.
If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws legal reserve, shareholders must return the profits distributed in violation of the provisions to the company.
The shares of the company held by the company shall not participate in the distribution of profits.
Article 2 the company’s reserve fund is used to make up for the company’s losses, expand the company’s production and operation or increase the company’s capital. However, the capital reserve will not be used to make up for the company’s losses.
When the statutory reserve fund is converted into capital, the reserved reserve fund will not be less than 25% of the company’s registered capital before the conversion.
Article 3 the profits of the company after paying income tax shall be distributed in the following order:
(I) make up the losses of the previous year;
(II) withdraw 10% of the statutory reserve fund;
(III) withdraw 5% of the statutory public welfare fund;
(IV) withdrawal of discretionary provident fund;
(V) payment of shareholders’ shares.
If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn. After withdrawing the statutory accumulation fund and public welfare fund, whether to withdraw the discretionary accumulation fund shall be decided by the general meeting of shareholders. The company shall not distribute profits to shareholders before making up the company’s losses and withdrawing the statutory reserve fund and public welfare fund.
Article 4 the company will correctly handle the relationship between the company’s short-term interests and long-term development and determine a reasonable profit distribution plan every year based on the current operation and the capital demand plan of project investment and on the basis of fully considering the interests of shareholders. The basic principles of the company’s profit distribution policy are:
(I) the company fully considers the return to investors and distributes dividends to shareholders according to the specified proportion of distributable profits in the consolidated statements of the current year;
(II) the company’s profit distribution policy maintains continuity and stability, while taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company;
(III) the company gives priority to the profit distribution method of cash dividend
Article 5 profit distribution form
The company distributes dividends in cash, shares or a combination of the two, but mainly in cash; Generally, annual dividends are paid, and the board of directors of the company can also propose Interim Cash Dividends according to the company’s profitability and capital status.
(I) cash dividends
When the company plans to implement cash dividends, it shall at least meet the following conditions:
1. The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; 2. The distributable profit realized by the company in this year (i.e. the after tax profit remaining after the company makes up the loss and withdraws the accumulation fund) is positive and abundant in cash. The implementation of cash dividends will not affect the subsequent sustainable operation of the company;
3. The net cash flow generated by the company’s operating activities in this year is positive, and the weighted average return on net assets is not less than 4.5%;
4. The company has no major investment plans or major cash payments (except for the raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 10% of the company’s latest audited net assets and exceeds 50 million yuan.
(II) stock dividend distribution
When the company is in good operation, and the board of Directors believes that the stock price of the company does not match the size of the company’s share capital, and the issuance of stock dividends is beneficial to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of meeting the above cash dividends, and implement it after being deliberated and approved by the general meeting of shareholders.
Article 6 conditions and proportion of profit distribution
(I) on the premise of ensuring the sustainable operation and long-term development of the company, if the company has no major investment plan or major cash expenditure (except for the investment projects with raised funds), the company shall distribute dividends in cash, and the profit distributed in cash by the company every year shall not be less than 10% of the distributable profit realized in the current year, In principle, the accumulated profits distributed in cash for any three consecutive years shall not be less than 30% of the annual distributable profits realized in the 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.
(II) 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 bonus 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. The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
Article 7 interval of profit distribution
On the premise of meeting the conditions of cash dividend and ensuring the normal operation and long-term development of the company, the company will pay cash dividend once a year after the annual general meeting of shareholders in principle. The board of directors of the company can propose the company to pay medium-term cash dividend according to the company’s profitability and capital demand.
The company shall maintain the continuity and stability of the profit distribution policy. When the cash dividend conditions are met, the profit distributed by the company in cash every year shall not be less than 10% of the distributable profit realized in the current year, and the cumulative profit distributed in cash in the last three years shall not be less than 30% of the annual distributable profit realized in the last three years.
The undistributed distributable profits of the current year can be reserved for distribution in subsequent years.
Chapter II principles for the use of undistributed profits
Article 8 the retained undistributed profits of the company are mainly used for foreign investment, acquisition of assets, purchase of equipment, R & D investment and other major investments and working capital required for daily operation. Through rational use of undistributed profits, gradually expand the scale of production and operation, optimize the asset structure and financial structure of the enterprise, promote the efficient and sustainable development of the company, implement the development planning objectives of the company, and finally maximize the interests of shareholders.
Chapter III profit distribution decision-making mechanism
Article 9 before the publication of the annual report or semi annual report, the board of directors shall put forward the annual or semi annual cash dividend proposal and profit distribution plan of the company according to the profit distribution plan and plan of the company, combined with the current production and operation status, cash flow status, future business development plan, fund use demand, loss recovery status of previous years and other factors, and with the realization of reasonable return of shareholders as the starting point. When considering the specific plan for cash dividends, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividends, adjustment conditions and decision-making procedures.
Article 10 during the demonstration of the profit distribution plan, the board of directors of the company shall fully discuss with independent directors and supervisors to form a profit distribution plan on the basis of considering the sustained, stable and scientific return to all shareholders. The profit distribution plan shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of supervisors. Article 11 the board of directors, independent directors and shareholders meeting the relevant requirements may solicit shareholders’ voting rights. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Article 12 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 (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.
Article 13 when making decisions and forming profit distribution plans, the board of directors shall record in detail the suggestions of the management, the key points of the directors attending the meeting, the opinions of independent directors, the voting of the board of directors and other contents, and form written records to be properly kept as the company’s archives.
Article 14 If the dividend policy determined in the articles of association needs to be adjusted or changed due to major changes in the company’s external business environment or its own business conditions, the board of directors shall make a detailed demonstration and explain the reasons based on the protection of shareholders’ rights and interests, and the adjusted profit distribution policy shall not violate the relevant laws and regulations, normative documents and the relevant provisions of the articles of Association; The proposal on adjusting the profit distribution policy shall be expressed by the independent directors and the board of supervisors, submitted to the general meeting of shareholders of the company for approval after deliberation by the board of directors of the company, and passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. At the same time, the company shall provide online voting to facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
Article 15 in case of annual profit but no cash profit distribution is proposed, or due to special circumstances, the accumulated profit distributed in cash in the last three years is less than 30% of the average annual distributable profit realized in the last three years, the board of directors shall explain in detail the reasons for the failure to propose cash profit distribution, the purpose and use plan of the funds not used for cash profit distribution retained in the company in the annual report. When the company holds the general meeting of shareholders, in addition to the on-site meeting, An online voting platform shall be provided to shareholders, and independent directors shall express independent opinions and disclose them publicly.
Article 16 Where a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
Chapter IV dividend supervision and restraint mechanism
Article 17 the independent directors of the company shall express independent opinions on the dividend plan.
Article 18 the board of supervisors shall supervise the implementation of the company’s dividend 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 for profit but no plan for profit distribution within the year.
Article 19 the company shall disclose the implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report.
Article 20 Where the company disclosed the dividend policy, shareholder return plan and dividend plan in the prospectus of the previous offering, it shall make a special explanation on its formulation and implementation in the annual report.
Article 21 Where the company intends to issue securities, it shall formulate a reasonable plan for the return to shareholders, reasonably balance the use of operating profits for its own development and return to shareholders, and pay attention to improving the level of cash dividends and improving the return to shareholders.
The company shall increase the disclosure of profit distribution policies, especially the formulation and implementation of cash dividend policies, the amount and proportion of cash dividends in the last three years, and the use arrangement of undistributed profits in the prospectus or issuance plan, and make “tips on major matters” to remind investors to pay attention to the above situation.
Chapter V supplementary provisions
Article 22 for matters not covered in this system, the company shall implement them in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 23 the system shall be interpreted by the board of directors of the company.
Article 24 the system shall come into force and be implemented after being deliberated and approved by the general meeting of shareholders of the company.
