Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Shareholder return planning for the next three years (20222024)
In order to further improve the decision-making procedure and mechanism of Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) profit distribution, enhance the transparency of cash dividends and safeguard the legitimate rights and interests of shareholders, according to the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant documents issued by the CSRC, and in combination with the actual situation of the company, The shareholder return plan for Suzhou Huaya Intelligence Technology Co.Ltd(003043) next three years (20222024) (hereinafter referred to as “the plan”) is hereby formulated, with the specific contents as follows:
1、 Considerations for developing this plan
The company focuses on the long-term and sustainable development of the company. Based on the comprehensive analysis of the actual operation and development of the enterprise, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, the company fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand, this issuance financing, bank credit and creditor’s rights financing environment of the company, so as to establish a sustainable, stable Scientific return mechanism to maintain the continuity and stability of profit distribution policy.
2、 Principles for formulating the plan
The company’s formulation of this plan complies with relevant laws and regulations and the provisions of the articles of association. The company attaches importance to the reasonable return on investment of investors and the requirements and wishes of shareholders, takes into account the sustainable development of the company, and maintains the consistency, rationality and stability of profit distribution policies in combination with the actual situation of the company, such as financial structure, profitability, cash flow status, future investment and external financing environment. The company shall fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors.
3、 Specific shareholder return plan of the company in the next three years (20222024)
(I) form of profit distribution
The company distributes dividends in the form of cash, stock or a combination of cash and stock. When the company has the conditions for cash dividends, the company shall give priority to cash dividends for profit distribution.
(II) interval between profit distribution periods
If the company makes profits in the current year and has profits available for distribution, it shall make annual profit distribution, especially cash dividends. The board of directors may propose the company to pay Interim Cash Dividends according to the company’s operating conditions.
(III) conditions for profit distribution
1. Specific conditions for cash dividends
(1) When the audited net profit of the company in the current year is positive and the company has no major foreign investment plan or major cash expenditure in the current year, the company shall distribute profits by means of cash dividends.
(2) The annual cash dividend amount of the company shall not be less than 20% of the distributable profits realized in the current year (excluding the undistributed profits at the beginning of the year). The board of directors of the company shall formulate a profit distribution plan according to the specific business conditions and market environment of the company and submit it to the general meeting of shareholders for approval.
Major foreign investment plans or major cash expenditures refer to one of the following situations:
① The company plans to invest abroad, purchase assets or purchase fixed assets within the next 12 months, and the cumulative expenditure reaches or exceeds 15% of the company’s latest audited net assets and exceeds 60 million yuan;
② In the next 12 months, the company plans to invest abroad, acquire assets or purchase fixed assets, and the cumulative expenditure reaches or exceeds 10% of the company’s latest audited total assets.
The above major foreign investment plans or major cash expenditures must be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation.
(3) The board of directors of the company will 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 put forward differentiated cash dividend policies 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%.
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. The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
2. Conditions for stock dividends
On the premise of ensuring the rationality of the company’s share capital scale and ownership structure, based on the consideration of returning investors and sharing enterprise value, and starting from the real and reasonable factors such as the company’s growth, the dilution of net assets per share, the matching between the company’s share price and the company’s share capital scale, when the company’s stock valuation is within a reasonable range, the company can distribute stock dividends while implementing cash dividends. The stock dividend distribution plan shall be formulated by the board of directors and submitted to the shareholders’ meeting for voting.
4、 Decision making procedure and mechanism of profit distribution
Before the publication of the periodic report, the senior management and the board of directors of the company shall study and demonstrate the profit distribution plan on the premise of fully considering the company’s sustainable operation ability, ensuring the funds required for normal production and operation and business development, and paying attention to the reasonable return on investment to investors. The board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividends, 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.
When formulating specific profit distribution plans, the board of directors of the company shall abide by the profit distribution policies stipulated in relevant Chinese laws, administrative regulations, departmental rules, normative documents and the articles of association. After the board of directors of the company deliberates and approves the profit distribution plan and makes an announcement in the periodic report, it shall be submitted to the general meeting of shareholders for deliberation. If the company achieved profits in the previous fiscal year, but the board of directors of the company did not propose a cash dividend plan after the end of the previous fiscal year, it shall consult the board of supervisors, and disclose the reasons for not proposing a cash dividend plan and the purpose of retaining the funds not used for dividend in the company in the periodic report. The independent directors shall also express independent opinions and make public disclosure.
During the decision-making and demonstration of the company’s board of directors on the relevant profit distribution plan and before the company’s general meeting of shareholders deliberates on the specific plan of cash dividend, the company can communicate and exchange with shareholders, especially small and medium-sized shareholders, by means of telephone, fax, letter, e-mail, investor relations interactive platform on the company’s website, and fully listen to the opinions and demands of small and medium-sized shareholders, Timely respond to the concerns of minority shareholders. When the general meeting of shareholders deliberates the profit distribution plan, in addition to the on-site meeting voting, the company shall provide online voting and other means to facilitate shareholders to participate in the voting of the general meeting of shareholders.
The company’s board of directors can submit the profit distribution plan to the general meeting of shareholders for deliberation only after it is deliberated and approved.
When the board of directors deliberates the profit distribution plan, it shall be approved by more than half of all directors and more than half of the independent directors.
When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. If the general meeting of shareholders deliberates on the plan of issuing stock dividends or converting provident fund into share capital, it must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
5、 Formulation or adjustment procedure of profit distribution plan
The company should make a return plan for shareholders on a three-year cycle. The company shall, on the basis of summarizing the implementation of the shareholder return plan in the previous three years, actively listen to the opinions and suggestions of all shareholders (especially minority shareholders), independent directors and the board of supervisors, and determine the shareholder return plan for the next three years.
If the company really needs to adjust the profit distribution policy according to the industrial regulatory policy, its own business situation, investment planning and long-term development needs, or according to the major changes in the external business environment, 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 formulated by the board of directors according to the business situation of the company and the relevant provisions of the CSRC. In the process of studying and demonstrating the adjustment of profit distribution policy, the board of directors of the company shall fully consider the opinions of independent directors and minority shareholders. When the board of Directors considers and adjusts the profit distribution policy, it shall be approved by more than half of all directors and more than half of the independent directors.
Any adjustment or change to the profit distribution policy stipulated in the articles of association shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors. The company should take the protection of shareholders’ rights and interests as the starting point and demonstrate and explain the reasons in detail in the proposal of the shareholders’ meeting. When the general meeting of shareholders deliberates on the adjustment or change of profit distribution policy, it shall be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
6、 Supplementary Provisions
(I) matters not covered in this plan shall be implemented in accordance with relevant national laws, administrative regulations or normative documents and the articles of association.
(II) if the plan conflicts with relevant national laws, administrative regulations or normative documents and the articles of association, the provisions of national laws, administrative regulations or normative documents and the articles of association shall be implemented. (III) the company’s shareholder return plan for the next three years shall be interpreted and revised by the company’s board of directors and shall come into force from the date of deliberation and approval by the company’s general meeting of shareholders.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) 2022 April 18
