Yunding Technology Co.Ltd(000409)
Shareholder return planning for the next three years (20222024)
In order to further clarify and improve the dividend mechanism of Yunding Technology Co.Ltd(000409) (“the company”), enhance the transparency and operability of the profit distribution decision-making mechanism, and effectively protect the legitimate rights and interests of minority shareholders, in accordance with the company law of the people’s Republic of China (“the company law”), the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions, In combination with the Yunding Technology Co.Ltd(000409) articles of Association (“the articles of association”), the company has formulated the return plan for shareholders in the Yunding Technology Co.Ltd(000409) next three years (20222024) (the “plan”), the specific contents are as follows: I. considerations for the formulation of the plan
Focusing on long-term and sustainable development, the company makes institutional arrangements for profit distribution by comprehensively analyzing the actual situation of the company’s operation and development, development strategy, social capital cost, external financing environment and other factors, fully considering the company’s current and development stage, cash flow status, project investment capital demand, bank credit and other conditions, comprehensively considering the short-term and long-term interests of shareholders, So as to establish a sustainable, stable and scientific dividend return mechanism for investors, so as to ensure the continuity and stability of the company’s profit distribution policy.
2、 Formulation principles of the plan
Adhere to the basic principle of cash dividend, pay attention to the reasonable return on investment to public shareholders, take sustainable development and safeguarding shareholders’ rights and interests as the purpose, maintain the continuity and stability of profit distribution policy, and comply with the relevant provisions of laws and regulations.
3、 Specific shareholder return plan of the company in the next three years (20222024)
(I) the company implements a continuous and stable profit distribution policy. The profit distribution should pay attention to the reasonable investment return to investors and take into account the sustainable development of the company.
(II) the company may distribute profits in the form of cash, stock or a combination of cash and stock. Under the condition of meeting the capital needs of the company’s normal production and operation, the company gives priority to distributing profits in cash. The board of directors of the company may propose the company to pay interim dividends according to the current profit scale, cash flow status, development stage and capital demand of the company.
(III) the company’s proposed annual cash dividend shall meet the following conditions at the same time:
1. The company makes profits in this year, and the distributable profits (i.e. the after tax profits after the company makes up the losses and withdraws the provident fund) and cumulative distributable profits in this year are positive;
2. The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
The company plans to raise funds in the next 12 months (except for the company’s initial public offering or the company’s planned refinancing of funds); Major investment plan or major cash expenditure plan refers to that the cumulative expenditure of the company’s proposed construction projects, foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company’s latest audited net assets.
(IV) in accordance with the company law and other relevant laws and regulations and the articles of association, the company will pay cash dividends once a year in the next three years on the basis of meeting the conditions for cash dividends and in combination with the company’s sustainable operation and long-term development. The profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year, Moreover, the accumulated profit distributed by the company in cash for three consecutive years shall not be less than 30% of the annual distributable profit realized in the three years. The specific dividend proportion of each year shall be proposed by the company’s board of directors according to the company’s annual profit status and future fund use plan.
(V) the board of directors of the company shall comprehensively consider the requirements and wishes of shareholders, the characteristics of the company’s industry, development stage, its own business model, profitability, development strategy, business plan and whether there are major capital expenditure arrangements, and formulate differentiated cash dividend policies in accordance with relevant regulations by distinguishing between the following situations:
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, the minimum proportion of cash dividends in this profit distribution should be 20%.
The specific stage of the company’s actual dividend distribution shall be determined by the board of directors according to the specific circumstances.
(VI) on the premise of giving reasonable cash dividend returns to shareholders and maintaining an appropriate share capital scale, the company can comprehensively consider the growth of the company, the dilution of net assets per share and other factors, and put forward a stock dividend distribution plan.
4、 Formulation cycle and relevant decision-making mechanism of shareholder return plan
The company reviews the shareholder return plan for the next three years at least every three years, evaluates the profit distribution policy being implemented by the company according to the opinions of shareholders, especially minority shareholders, independent directors and supervisors, and determines the shareholder return plan for this period.
In combination with the company’s specific operating data, profit scale, cash flow status, development stage and current capital demand, and in combination with the opinions of shareholders, especially small and medium-sized shareholders and independent directors, the board of directors of the company carefully studies and demonstrates the timing, conditions and minimum proportion, adjustment conditions and decision-making procedure requirements of the company’s cash dividend, and puts forward the annual or medium-term profit distribution plan, which shall be implemented after being voted by the general meeting of shareholders of the company.
5、 Adjustment of profit distribution policy
In case of force majeure such as war and natural disasters that have a significant impact on the company’s production and operation, or significant changes in the company’s own business conditions, the company may adjust the profit distribution policy and this plan, but the adjusted profit distribution policy shall not violate the provisions of relevant laws, administrative regulations, departmental rules and policy documents.
The proposal on adjusting or changing the profit distribution policy and this plan shall be formulated by the board of directors. The independent directors shall express their independent opinions on whether the conditions and procedures of adjustment or change are compliant and transparent, and the board of supervisors shall express their opinions on whether the adjustment or change complies with the provisions of relevant laws and regulations, normative documents and the articles of association. The proposal on adjusting or changing the profit distribution policy and this plan shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
6、 Matters not covered in this plan
The plan shall come into force 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.
Yunding Technology Co.Ltd(000409) board of directors
March 24, 2022
