Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Beijing Telesound Electronics Co.Ltd(003004)
Shareholder dividend return planning for the next three years (2022-2024)
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as “the company”) will pay attention to the reasonable return on investment to investors and implement a sustained and stable profit distribution policy on the basis of long-term sustainable development. According to the company law of the people’s Republic of China and the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) This plan is formulated in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement [2013] No. 43 of China Securities Regulatory Commission) and the articles of association of Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company. The specific contents are as follows:
1、 Considerations for developing this plan
Focusing on the actual operation and long-term sustainable development, the company has established a sustainable, stable, scientific and reasonable return mechanism for investors on the basis of comprehensive analysis of enterprise development strategy, external financing environment and other factors, and fully considering the requirements and wishes of shareholders, capital cost, development stage of the company, profit scale and bank credit. The profit distribution policy shall maintain continuity and stability, and the profit distribution of the company shall not affect the continuous operation of the company.
2、 Principles for formulating the plan
The company implements the dividend distribution policy of the same share and the same interest, and shareholders receive dividends and other forms of interest distribution according to their share of shares. The company implements a sustained and stable profit distribution policy, attaches importance to the reasonable return on investment to investors, and establishes a sustained and stable return mechanism to investors in combination with the company’s profitability and the sustainable development of the company’s business. The company formulates the profit distribution plan in accordance with relevant national laws and regulations and the articles of association. The profit distribution of the company shall not exceed the scope of accumulated profits available for distribution and shall not damage the company’s sustainable operation ability. The opinions of independent directors, supervisors and shareholders (especially public investors) shall be fully considered in the decision-making and demonstration process of the company’s general meeting of shareholders, the board of directors and the board of supervisors on the profit distribution policy.
3、 Specific matters of shareholder return of the company in the next three years (2022-2024)
1. Form and priority of profit distribution: the company may distribute profits in cash, stock or a combination of cash and stock, or other ways allowed by laws and regulations. Under the condition of cash dividend, the company shall give priority to cash dividend for profit distribution.
2. Specific conditions for cash dividends and stock dividends
The company intends to implement cash dividend, which shall meet the following conditions at the same time:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report.
Based on the consideration of returning investors and sharing enterprise value, the company can distribute stock dividends while meeting cash dividends from real and reasonable factors such as the growth of the company, the dilution of net assets per share, the matching between the company’s share price and the size of the company’s share capital.
3. Period interval of profit distribution
Under the condition of meeting the above cash dividend conditions, the company shall distribute profits in cash. In principle, the accumulated profits distributed in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years.
4. Cash dividend ratio
On the premise that the company makes profits in the current year and the accumulated undistributed profits are positive and ensures the sustainable operation and long-term development of the company, the company shall give priority to distributing 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 of each year shall be proposed by the board of directors according to the company’s annual profit status and future fund use plan. 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 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 at least reach 40%;
(3) If the development stage of the company is in the growth period and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall at least reach 20%.
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. The aforesaid major capital expenditure refers to:
(1) The cumulative expenditure of the company’s proposed foreign investment, asset purchase and other transactions in the next 12 months reaches or exceeds 10% of the company’s latest audited net assets, and the absolute amount exceeds 15 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 5% of the company’s latest audited total assets.
(II) decision making procedure and mechanism of profit distribution policy
1. The company’s management and the board of directors 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 its decision-making procedures, and put forward reasonable dividend suggestions and plans in combination with the company’s profitability, capital demand and shareholder return plan, which shall be submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors.
2. The general meeting of shareholders shall vote on the dividend proposal proposed by the board of directors in accordance with laws and regulations, actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. When convening the general meeting of shareholders, in addition to the on-site meeting, a voting platform in the form of network shall also be provided to shareholders. In order to effectively protect the rights of shareholders of social public shares to participate in the general meeting of shareholders, the board of directors, independent directors and shareholders meeting relevant requirements can solicit their voting rights at the general meeting of shareholders from the company’s shareholders.
3. If the company decides not to implement the profit distribution or implement the profit distribution plan without cash, the company shall disclose the reasons for not implementing the profit distribution or the cash distribution method in the profit distribution plan in the periodic report, and the independent directors of the company shall express their opinions on this.
The undistributed profits of the company in the current year will be used to meet the needs of the company’s normal production and operation and long-term development.
If the company needs to adjust the profit distribution policy according to the production and operation status, investment planning and long-term development needs, it shall take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons in detail, and the board of directors shall formulate the change plan. The independent directors shall express independent opinions on this and submit it to the shareholders’ meeting for deliberation and approval. The adjustment of dividend policy shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
The board of directors shall ensure that the plan is reviewed every three years to ensure that the content of the plan proposed to be revised does not violate the profit distribution policy determined in the articles of association.
(III) adjustment procedure of the company’s profit distribution policy
If the company needs to adjust its profit distribution policy according to its production and operation, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange. The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders for approval after being deliberated and adopted by more than half of all directors. Before the proposal is submitted to the shareholders’ meeting for voting, the written opinions of independent directors shall be solicited. The proposal has been adopted by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully consider the opinions of minority shareholders, the general meeting of shareholders shall be held by online voting at the same time.
(IV) implementation of the company’s profit distribution plan
1. When the company distributes the after tax profits of the current year, 10% of the profits shall be withdrawn and included in the company’s legal accumulation fund. If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn.
2. If the company’s statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
3. After the company withdraws the statutory reserve fund from the after tax profit, it can also withdraw the discretionary reserve fund from the after tax profit upon the resolution of the shareholders’ meeting.
4. The remaining after tax profits of the company after making up the losses and drawing the reserve fund shall be distributed according to the proportion of shares held by shareholders, except for those not distributed according to the proportion of shares held in accordance with the provisions of the articles of association.
5. If the shareholders’ meeting, in violation of the provisions of the preceding paragraph, distributes profits to shareholders before the company makes up for losses and withdraws statutory reserve, the shareholders must return the profits distributed in violation of the provisions to the company.
6. The company’s shares held by the company shall not participate in the distribution of profits.
(V) the company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear and clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected.
If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
4、 Formulation cycle and decision-making mechanism of shareholder return planning
(I) the company shall review the shareholder return plan at least once every three years, and the board of directors shall formulate a new return plan before the expiration of the period determined in this plan.
(II) on the basis of fully considering the company’s operation, development objectives and capital needs, and actively listening to the opinions of the company’s shareholders and independent directors, the board of directors of the company shall formulate a new shareholder return plan for the next three years, which shall be submitted to the board of directors for deliberation after being approved by the independent directors; Independent directors express independent opinions on shareholder return planning; Relevant proposals shall be submitted to the general meeting of shareholders for deliberation and approval by special resolution after being deliberated and approved by the board of directors.
(III) during the planned period, if the company considers it necessary after detailed demonstration under the conditions that the national laws and regulations have revised the dividend distribution policy requirements, the company’s business strategy has been significantly adjusted, and the existing dividend distribution policy has seriously restricted the development of the enterprise due to changes in internal and external environment, The cash dividend policy determined in the articles of association can be adjusted or changed. The board of directors fully discussed the rationality of adjusting or changing the profit distribution plan, formed a special resolution and submitted it to the general meeting of shareholders for deliberation. The deliberation of the general meeting of shareholders shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
5、 Supplementary Provisions
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. The shareholders’ return plan is formulated and interpreted by the board of directors of the company, and shall come into force and implement from the date of deliberation and approval by the general meeting of shareholders of the company, as well as when revised.
Beijing Telesound Electronics Co.Ltd(003004) board of directors January 6, 2022
