Hangzhou Weiguang Electronic Co.Ltd(002801)
Shareholder return planning for the next three years (20222024)
In order to establish and improve the shareholder return mechanism of Hangzhou Weiguang Electronic Co.Ltd(002801) (hereinafter referred to as “the company”), increase the transparency and operability of profit distribution policy decisions, actively return investors, effectively protect the legitimate rights and interests of public investors, and guide investors to establish the concept of long-term investment and rational investment, the board of directors of the company, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China According to 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 (revised in 2022) (zjf announcement [2022] No. 3) and the Hangzhou Weiguang Electronic Co.Ltd(002801) articles of Association (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, The shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”) is hereby formulated, with the main contents as follows:
1、 Considerations for developing this plan
The company will comprehensively analyze the current operation situation of the enterprise, the wishes and requirements of investors, future capital expenditure plan, social capital cost, current and future profit scale and stability, asset liquidity, debt financing ability, future potential investment opportunities and other factors, establish a scientific and reasonable shareholder return decision-making mechanism, make clear institutional arrangements for the company’s profit distribution, and maintain the consistency of profit distribution policies Rationality and stability.
2、 Principles for formulating the plan
The formulation of this plan shall comply with the relevant provisions of the articles of association on profit distribution. The company shall determine a reasonable profit distribution plan based on the current operating conditions and the capital demand plan of the project investment and on the basis of fully considering the interests of shareholders, and formulate a plan for implementing the profit distribution policy for a certain period, so as to ensure the continuity and stability of the profit distribution policy.
3、 Specific contents of the plan
(I) form and interval of dividend distribution
The company may distribute dividends in the form of cash, stocks and a combination of stocks and cash. Under the conditions of profit distribution, in principle, profit distribution is carried out every year, and the board of directors of the company can propose Interim Cash Dividends according to the company’s profits and capital needs.
(II) conditions for cash dividends
1. The distributable profit realized by the company in this year is positive and the cash flow is abundant. The implementation of cash dividends will not affect the subsequent sustainable operation of the company.
2. The company’s asset liability ratio in this year is less than 70%.
When the above conditions are met, the company shall pay cash dividends in that year; If one of the above conditions is not met, the company may not pay cash dividends in that year.
(III) proportion of cash dividends
On the premise of conforming to the principle of profit distribution and meeting the conditions of cash dividend, 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.
(IV) conditions of stock dividend distribution
According to the accumulated distributable profits, accumulation fund and cash flow, on the premise of ensuring full cash dividends and reasonable scale of the company’s share capital, the company can distribute profits by issuing stock dividends. The specific distribution proportion shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and decision.
(V) differentiated cash dividend policy
At present, the company is still in the growth stage, and it is stipulated that the minimum proportion of cash dividends in profit distribution should reach 20%.
If the future development stage of the company enters the mature stage, the company will adjust the proportion of cash dividends in future profit distribution according to whether there are major capital expenditure arrangements.
4、 Formulation cycle and relevant decision-making mechanism of shareholder return plan
The company will revise the shareholder return plan for the next three years at least every three years. According to the company’s profit scale, cash flow status, development stage and current capital demand, on the basis of fully listening to the opinions of shareholders, especially minority shareholders, independent directors and supervisors, the board of directors will formulate the shareholder return plan for this period, and submit it to the general meeting of shareholders for deliberation and approval after the independent directors issue clear opinions.
5、 Adjustment of shareholder return plan
If the board of Directors considers it necessary to adjust the company’s established shareholder return plan due to national policies, external business environment or the company’s own business needs, it will demonstrate the reasons for the adjustment in detail. The adjusted shareholder return plan will fully consider the interests of shareholders, especially minority shareholders, and comply with relevant laws and regulations and the articles of association. The adjustment of shareholder return plan will be submitted to the general meeting of shareholders for deliberation and approval after the independent directors express their opinions and the board of directors deliberates.
6、 Supplementary Provisions
Matters not covered in this plan will be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The board of directors of the company shall be responsible for the interpretation of the plan, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to the revision.
Hangzhou Weiguang Electronic Co.Ltd(002801) board of directors
March 22, 2002
