Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689)
Shareholder dividend return planning for the next three years (20222024)
In order to further increase the transparency of Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) (hereinafter referred to as “the company”) profit distribution policy, improve and improve the company’s profit distribution decision-making and supervision mechanism, 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, According to the [2013] No. 43 document “guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies” issued by the China Securities Regulatory Commission, and in combination with the provisions of the articles of association and other relevant documents, the board of directors of the company formulated the plan for the return of dividends to shareholders in the Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) next three years (20222024) (hereinafter referred to as the “plan”), the specific contents are as follows: Article 1 considerations for formulating the plan for the return of dividends to shareholders
The company focuses on stable, healthy and sustainable development. Based on the comprehensive analysis of the company’s operation and development status, shareholders’ will, development strategy, social capital cost and external financing environment, the company fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment, so as to establish a sustainable, stable Scientific return mechanism to maintain the continuity and stability of profit distribution policy.
Article 2 formulation principle of shareholder dividend return plan
1. The company’s dividend return plan shall strictly implement the profit distribution policy stipulated in the articles of association. 2. When formulating the shareholder return plan, the company shall fully consider and listen to the opinions of shareholders (especially public investors), independent directors and supervisors.
3. The formulation of dividend return plan should fully consider the return of investors, reasonably and balanced handle the relationship between the company’s own sustainable development and return to shareholders, and implement a sustained and stable profit distribution policy.
Article 3 specific plan for shareholders’ dividend return planning in the next three years (20222024)
1. Form of profit distribution: the company distributes profits in cash, stock, combination of cash and stock or other ways permitted by law. Cash dividends are superior to other methods, and those qualified for cash dividends shall give priority to cash dividends for profit distribution. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
2. Time interval of profit distribution: under the conditions of profit distribution, the company shall distribute profits once a year in principle, and the board of directors of the company can propose interim profit distribution according to the company’s profitability and capital demand.
3. Conditions for cash dividends:
(1) The company shall maintain the continuity and stability of the profit distribution policy. When the net profit attributable to the owner of the parent company in the consolidated statements of the current year is positive and the accumulated undistributed profit of the parent company is positive, the dividend shall be distributed in cash.
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; If interim dividends are paid, the interim data need to be audited, and the financial audit report must be a standard unqualified audit report.
If the above conditions are met, but one of the following circumstances occurs, the company may not pay cash dividends:
(1) The net operating cash flow or net cash flow of the current year in the consolidated statements of the company is negative; (2) The company has investment or cash expenditure plans in the next 12 months, and cash dividends may cause the company’s cash flow to fail to meet the company’s operation or investment needs;
(3) The asset liability ratio of the company’s consolidated statements in the current year reached more than 60%.
4. Cash dividend ratio: the company shall actively distribute dividends in cash. 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. The specific dividend proportion shall be determined by the CSRC in accordance with the provisions of the general meeting of shareholders and the relevant operating conditions of the company.
5. Differentiated cash dividend policy: 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, distinguish the following situations, and propose a bonus policy 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%;
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 10% of the company’s latest audited net assets and exceeds 50 million yuan.
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 above provisions.
6. Conditions for adopting the profit distribution method of combining cash and stock: when the operation is good, the board of Directors considers that the stock price of the company does not match the scale of the company’s share capital, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the company can adopt the profit distribution method of combining cash and stock on the basis of meeting the above conditions and proportion of cash bonus.
If the company adopts the profit distribution method of combining cash and stock, and the stock transfer is a high transfer scheme, it shall meet one of the following conditions:
(1) The net profit of the company in the same period of the last two years has continued to grow, and the proportion of shares transferred per share shall not be higher than the compound growth rate of the net profit of the company in the same period of the last two years;
(2) If the implementation of refinancing, mergers and acquisitions, etc. during the reporting period leads to significant changes in net assets, the proportion of share transfer per share shall not be higher than the growth rate of the net assets of the listed company at the end of the reporting period compared with the net assets at the beginning of the reporting period;
(3) The net profit of the last two years has continued to grow and the earnings per share of the last three years have not been less than 1 yuan. If the listed company considers it necessary to disclose the high transfer scheme, it shall fully disclose the main considerations and rationality of the high transfer, and the earnings per share after the transfer shall not be less than 0.5 yuan (only applicable to the high transfer according to the annual financial statements). Article 4 decision making procedure and mechanism of profit distribution
1. The company’s annual profit distribution plan shall be proposed and drafted by the company’s management and the board of directors in combination with the provisions of the articles of association, profitability, capital demand and shareholder return plan, and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors. Independent directors shall independently express their opinions and publicly disclose the profit distribution plan.
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, the conditions for adjustment and the requirements of decision-making procedures, and the independent directors shall express clear opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
3. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it 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. 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.
5. The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws and regulations. 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.
6. 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.
Article 5 formulation cycle of shareholder dividend return plan
The company shall formulate a dividend return plan for shareholders every three years. The company shall review the shareholder dividend return plan for the next three years at least once every three years, and make appropriate and necessary modifications to the dividend distribution policy being implemented by the company according to the opinions of shareholders (especially minority shareholders), independent directors and supervisors, so as to determine the shareholder return plan for this period.
Article 6 adjustment of profit distribution policy
1. If the company really needs to adjust the profit distribution policy and shareholder dividend return plan according to the production and operation, investment planning and long-term development needs, it shall take the protection of shareholders’ rights and interests as the starting point, and the adjusted profit distribution policy shall not violate the relevant laws and regulations, normative documents and the articles of association.
2. The dividend policy adjustment 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.
Article 7 information disclosure of profit distribution plan
1. The company shall disclose the implementation of profit distribution plan and cash dividend policy in the annual report and semi annual report in strict accordance with relevant regulations. If the company makes annual profits but does not propose a cash dividend plan, the reasons for the non dividend, the purpose and use plan of the funds not used for dividend retained in the company shall be described in detail in the annual report.
2. If the company makes annual profits but the management and the board of directors fail to propose and formulate a cash dividend plan, the management shall submit a detailed explanation to the board of directors, including the reasons for the non dividend, the purpose and use plan of the funds not used for dividend retained in the company, and the independent directors shall express independent opinions on the profit distribution plan and publicly disclose it; 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.
Article 8 supplementary provisions
1. During the dividend return planning period, the company will maintain the continuity and stability of the profit distribution policy and shall not change it at will. If it is necessary for the company to adjust the three-year dividend return plan determined this time due to major changes in the external business environment or its own business situation, the company shall perform the decision-making and deliberation procedures with reference to the provisions of Article 4 of this plan.
2. The dividend return plan shall be implemented from the date when it is deliberated and approved by the general meeting of shareholders of the company.
3. Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
4. The board of directors of the company is responsible for the interpretation of this plan.
Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) board of directors April 12, 2022
