Lingyi Itech (Guangdong) Company(002600)
Shareholder return planning for the next three years (20222024)
According to the requirements of relevant documents of 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of China Securities Regulatory Commission, Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”) in order to improve the company’s dividend policy and supervision mechanism, actively repay investors, and comprehensively consider the company’s profitability, business development plan, shareholder return, financing environment and other factors, the board of directors of the company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”), with the specific contents as follows:
1、 Considerations of the company in formulating this plan
Focusing on the long-term and sustainable development goals, the company fully considers the factors such as the company’s business development plan, current and future profitability, cash flow, development stage, project investment capital demand and bank credit, balances the investment return demand of shareholders and the future development of the company, and establishes a sustainable, stable and scientific return planning and mechanism for investors.
2、 Formulation principles of the plan
In the next three years, the company will further strengthen the awareness of returning shareholders, pay attention to the reasonable return on investment to investors in accordance with relevant laws and regulations, normative documents and the articles of association, give consideration to the sustainable development of the company, fully consider and listen to the opinions of shareholders (especially small and medium-sized shareholders), independent directors and supervisors, and distribute dividends in cash or stock or a combination of the two, And give priority to the profit distribution mode of cash dividend to maintain the continuity and stability of profit distribution policy.
3、 Formulation cycle of future shareholder return plan
The company will re formulate and review the shareholder return plan every three years. According to the opinions of shareholders (especially minority shareholders), independent directors and supervisors, the company will make appropriate and necessary modifications to the immediately effective dividend distribution policy and determine the shareholder return plan for this period. The board of directors of the company will fully consider the company’s profit scale, cash flow status The development stage, daily working capital demand and foreseeable major capital expenditure, formulate annual or medium-term dividend plan and submit it to the general meeting of shareholders for deliberation.
4、 Specific shareholder return plan of the company in the next three years (20222024)
(I) form and interval of profit distribution
The company distributes dividends in cash or stock or a combination of the two, and gives priority to the profit distribution mode of cash dividend. 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 a positive cash dividend distribution method and pay attention to the return on investment to shareholders. From 2022 to 2024, the company will pay cash dividends once a year in principle. The board of directors of the company will decide whether to propose medium-term profit distribution according to the company’s profitability and capital demand. However, the profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
(II) specific conditions for cash dividends
The company gives priority to cash dividend distribution. When the company intends to distribute dividends in cash, the following conditions must be met at the same time:
1. The company is profitable in the current year and the accumulated undistributed profit (i.e. the after tax profit remaining after the company makes up the loss and withdraws the provident fund) 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 audit institution shall issue a standard unqualified audit report on the company’s annual financial report;
3. The company has no major investment plan or major cash expenditure in the next 12 months.
The dividend distribution of the company shall comply with the provisions of the company law and other relevant laws and regulations and the articles of association. When the conditions for cash dividend are met, the profits distributed in cash shall not be less than 10% of the distributable profits realized in the current year, and the accumulated profits distributed in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. If the above proportion cannot be achieved due to special reasons, The board of directors shall make special explanations to the general meeting of shareholders. 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 and other factors, distinguish the following situations and put forward specific cash dividend policies: 1. If the development stage of the company is mature and there is no major capital expenditure arrangement, when making profit distribution, the minimum proportion of cash dividend in this profit distribution shall reach 80%;
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%.
Major investment plan or major cash expenditure means that the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company’s latest audited total assets.
If the board of directors of the company fails to make a profit distribution plan due to the failure to meet the above conditions, it shall disclose the reasons for the non dividend and the retained purpose of the funds not used for dividend in the regular report. Independent directors shall submit their independent opinions to the general meeting of shareholders for deliberation.
(III) conditions for issuing stock dividends
When the company’s operating income is growing rapidly, the cash flow needs to be stabilized or supplemented, or the board of Directors believes that the stock price of the company does not match the size of the capital stock, and the issuance of stock dividends is conducive to the overall interests of all shareholders of the company, the stock dividend distribution plan can be put forward while meeting the above cash dividend distribution, and implemented after being deliberated and approved by the general meeting of shareholders. Where a company uses stock dividends for profit distribution, it shall have real and reasonable factors such as growth, dilution of net assets per share and so on.
5、 Decision making mechanism of shareholder return planning
1. When the company distributes profits, the board of directors of the company shall first formulate a distribution plan and then submit it to the general meeting of shareholders for deliberation. 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.
2. When the board of directors deliberates the specific plan of cash dividend, it shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions.
3. When 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.
4. If the annual profit is made but no cash dividend is proposed, the board of directors shall explain the reasons for not proposing cash dividend, the purpose and use plan of the funds not used for cash dividend retained in the company in the distribution plan, and the independent directors shall express independent opinions on the profit distribution plan and make public disclosure. After the approval of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation and approval, and the board of directors shall explain the situation to the general meeting of shareholders.
5. The board of supervisors shall supervise the implementation of the company’s profit distribution 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 profit distribution plan is put forward within the year.
6、 Other
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 this plan, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
Lingyi Itech (Guangdong) Company(002600) board of directors
April 7, 2002
