Shareholder return plan for the next three years (20222024)
Sanlux Co.Ltd(002224) (hereinafter referred to as “the company”) the board of directors, in accordance with 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 (zjf announcement [2022] No. 3) and the relevant provisions of the articles of association of the China Securities Regulatory Commission, while paying attention to its own development, attaches great importance to the reasonable return on investment of shareholders, Considering the company’s profitability, business development plan, shareholder return, social capital cost and external financing environment, in order to further clarify the dividend return of the company to new and old shareholders in the next three years, the company has formulated the company’s shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”), with the specific contents as follows:
1、 Factors considered in the formulation of shareholder return plan
The company’s shareholder return plan for the next three years is to establish a sustainable, stable and scientific return plan and mechanism for investors on the basis of comprehensive analysis of the actual situation of enterprise operation and development, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, and full consideration of the company’s current and future operation, cash flow, development stage, project investment capital demand, bank credit financing environment and other conditions, So as to make institutional arrangements for profit distribution in order to maintain the continuity and stability of profit distribution policy.
2、 Formulation and decision-making mechanism of shareholder return planning
(I) method and priority of profit distribution of the company
1. The company may distribute dividends in the form of cash, stock or a combination of cash and stock, and give priority to the distribution of profits in the form of cash dividends;
2. The company shall actively promote the distribution of dividends in cash. If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution;
3. After deliberation and approval by the general meeting of shareholders, the company can make interim profit distribution.
(II) interval and minimum proportion of cash dividends
When the conditions for cash dividends are met, the company will actively distribute dividends in cash. In principle, cash dividends will be distributed once a year. The company shall maintain the continuity and stability of the profit distribution policy. When the profit of the current year is positive and the accumulated undistributed profit is positive, if there are no major capital expenditure arrangements and other events, the profit distributed in cash shall not be less than 10% of the distributable profit realized in the current year. When the company distributes profits, the proportion of cash dividends in this profit distribution shall not be less than 20%.
(III) specific conditions for the company to issue stock dividends
If the company operates well, and the board of Directors believes that the stock price of the company does not match the size of the company’s share capital, and the issuance of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan on the premise of meeting the above cash dividends and the rationality of the company’s share capital, and implement it after being deliberated and approved by the general meeting of shareholders. If the company intends to distribute profits by combining cash and shares, the board of directors shall follow the following principles:
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%.
(IV) if the company’s shareholders occupy the company’s funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholders to repay the funds occupied.
(V) formulation and modification of profit distribution plan
1. Research and demonstration procedure of profit distribution policy
If the company needs to adjust its profit distribution policy due to the new provisions issued by national laws and regulations and securities regulatory authorities on the profit distribution policy of listed companies, or due to major changes in the external business environment and its own business conditions, it shall take the interests of shareholders as the starting point, pay attention to the protection of the interests of investors and give stable returns to investors, and the board of directors shall conduct special research and demonstration on the return of shareholders, Explain in detail the reasons for the planning arrangement or adjustment, and listen to the opinions of independent directors and minority shareholders through telephone, fax, e-mail and other channels.
2. Profit distribution policy decision-making procedures and mechanisms
The board of directors shall make a plan for formulating or modifying the profit distribution policy, which shall be adopted by more than half of all directors, and the independent directors shall express independent opinions on the formulation or modification of the profit distribution policy. The board of supervisors of the company shall review and approve the profit distribution policy formulated and modified by the board of directors, which shall be voted by more than half of the supervisors.
The above plan can only be submitted to the general meeting of shareholders for consideration after being reviewed and approved by the board of directors and the board of supervisors. When the general meeting of shareholders considers the plan, it must be approved by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
3. Formulation and modification of specific profit distribution plan
The board of directors of the company shall formulate the profit distribution plan of the current year according to the profit distribution policy of the company and the actual situation of the company. When formulating the profit distribution plan, the board of directors shall take the protection of shareholders’ rights and interests as the starting point, and determine the timing, conditions and proportion of cash dividend or stock dividend distribution on the basis of careful research and full demonstration.
The profit distribution plan formulated by the board of directors shall be adopted by more than half of all directors and submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company shall express clear opinions on the profit distribution plan. When considering the specific profit distribution plan, the general meeting of shareholders shall actively communicate with shareholders, especially minority shareholders, through various channels, including but not limited to telephone, fax and e-mail communication or inviting minority shareholders to attend the meeting, fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in a timely manner.
3、 Planning cycle and decision-making procedure
The company shall review the shareholder return plan at least once every three years, make appropriate and necessary modifications to the company’s immediately effective dividend distribution policy, determine the shareholder return plan for this period, and the board of directors of the company shall formulate the annual or medium-term dividend plan in combination with the specific operating data and fully consider the company’s current profit model, cash flow status, development stage and current capital demand.
4、 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 this plan, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
Sanlux Co.Ltd(002224) board of directors April 16, 2002
