Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Shareholder dividend return planning for the next three years (20222024)
In order to further improve and perfect the scientific, continuous and stable dividend decision-making and supervision mechanism of Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as “the company”), maintain the continuity and stability of profit distribution policy, protect the legitimate rights and interests of investors, facilitate investors to form stable return expectations, and guide investors to establish a long-term and rational investment concept, In accordance with the company law, 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 (CSRC announcement [2013] No. 43) and other relevant laws and regulations, as well as the relevant provisions of the articles of association, the board of directors of the company comprehensively considers the profitability, business development planning Based on the factors such as the competitive environment, industry development trend, shareholder return, social capital cost and external financing environment, the company has formulated the shareholder dividend return plan for the next three years (20222024) (hereinafter referred to as “the plan”). The details are as follows:
1、 Formulation principles of the plan
1. The company shall actively implement a continuous and stable dividend distribution policy, comprehensively consider the reasonable investment return of investors and the sustainable development of the company, and establish a continuous, stable and positive dividend policy according to the profit status and the actual needs of production and operation development of the company.
2. In the next three years (20222024), the company will give priority to the profit distribution mode of cash dividend, and maintain the continuity and stability of the profit distribution policy in accordance with relevant laws and regulations and the articles of association. 3. Fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors.
2、 Factors considered by the company in formulating this plan
Based on the comprehensive analysis of the company’s profitability, business development plan, shareholder return, social capital cost and external financing environment, the plan fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and debt financing environment, and balances the reasonable investment return of shareholders and the company’s long-term development.
3、 Specific shareholder dividend return plan of the company in the next three years (20222024)
1. Principle of profit distribution: the company implements a positive profit distribution policy, attaches importance to the reasonable return on investment to investors, maintains the continuity and stability of profit distribution policy, and complies with the relevant provisions of laws and regulations. The company’s profit distribution policy shall not exceed the scope of accumulated profits available for distribution and shall not damage the company’s sustainable operation ability.
2. Form of profit distribution: the company’s profit distribution in the next three years (20222024) can adopt cash, stock, combination of cash and stock or other methods permitted by laws and regulations. On the premise that the company’s profits and cash flow meet the company’s normal operation and long-term development, the company will implement active cash dividend distribution methods and pay attention to the return on investment to shareholders. Under the conditions of cash dividend, the company gives priority to cash dividend for profit distribution.
3. Conditions that cash dividends should meet at the same time:
(1) The net profit available for distribution realized by the company in this year or half year (i.e. the net profit remaining after the company makes up the loss and withdraws the accumulation fund) is positive and has sufficient cash flow. The implementation of cash dividends will not affect the subsequent sustainable operation of the company;
(2) The accumulated profit available for distribution of the company is positive;
(3) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; (4) The company has no major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure refers to one of the following situations:
(1) The cumulative expenditure of the company’s proposed foreign investment, asset purchase and other transactions in the next 12 months reaches or exceeds 50% of the company’s latest audited net assets and exceeds 50 million yuan;
(2) The cumulative expenditure of the company’s proposed foreign investment, asset purchase and other transactions in the next 12 months reaches or exceeds 50% of the company’s latest audited total assets.
Major investment plans or major cash expenditures shall be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
4. Proportion and time interval of cash dividends
(1) According to relevant laws and regulations and the articles of association, on the premise that the company is profitable and the cash can meet the company’s sustainable operation and long-term development, and when the conditions for cash dividends are met, the company will, in principle, pay cash dividends every year from 2022 to 2024, and the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in that year, The accumulated profits distributed in cash shall not be less than 30% of the annual distributable profits realized in the three years. The board of directors of the company may propose the company to pay Interim Cash Dividends according to the company’s profitability and capital demand. If the company’s annual profit distribution plan is not put forward by the board of directors and the company’s retained profits are not distributed in detail, the reasons why the board of directors should not give a detailed explanation in the company’s annual profit distribution plan.
(2) The board of directors of the company shall comprehensively consider the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, and put forward differentiated cash dividend policies under the following circumstances:
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. 5. Conditions of stock dividend distribution
In the next three years (20222024), the company can distribute profits by means of stock dividends according to the accumulated distributable profits, accumulation fund and cash flow, on the premise that the above conditions for cash dividends are met and the scale of the company’s share capital meets the operating conditions of the enterprise.
4、 Decision making mechanism of shareholder dividend return planning
1. The board of directors of the company shall put forward reasonable dividend suggestions and plans in combination with the company’s profitability, capital supply and demand, and the dividend return plan of shareholders, and formulate a profit distribution plan in combination with the opinions of shareholders (especially public shareholders), independent directors and supervisors, which shall be implemented after being voted by the general meeting of shareholders of the company. The independent directors of the company shall express independent opinions on the profit distribution plan and make public disclosure.
2. Before considering the profit distribution plan proposed by the board of directors, the general meeting of shareholders of the company shall communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and effectively protect the interests of all shareholders, especially minority shareholders.
The company’s profit distribution plan for the current year shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. At the same time, the company shall provide investors with online voting.
If the company is profitable in the current year but the board of directors has not made a cash dividend plan, the company shall explain the reasons for not making cash dividend, the purpose and use plan of the funds not used for cash dividend retained in the company in the periodic report. Independent directors shall express independent opinions and make public disclosure.
3. 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.
4. The company accepts the suggestions and supervision of all shareholders, independent directors, supervisors and public shareholders on the company’s distribution plan. The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholders’ dividend return plan and decision-making procedures by the board of directors and management, and review the profit distribution policy formulated or modified by the board of directors. 5、 Adjustment mechanism of shareholder dividend return planning
If the company really needs to adjust or change this plan due to major changes in the external business environment or its own business conditions, after detailed demonstration, the board of directors shall make a resolution, the independent directors and the board of supervisors shall express their opinions, submit them to the general meeting of shareholders for approval, and obtain the approval of 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. The adjusted shareholder return plan shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange.
6、 Supplementary Provisions
Matters not covered in this plan shall 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 and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Shenzhen Dawei Innovation Technology Co.Ltd(002213) board of directors
March 25, 2022
