Primeton Information Technologies Inc(688118)
In the next three years (20222024), in order to further strengthen the awareness of returning shareholders and provide shareholders with sustained, stable and reasonable return on investment, Primeton Information Technologies Inc(688118) (hereinafter referred to as “the company”) in accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the CSRC According to the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the Primeton Information Technologies Inc(688118) articles of Association (hereinafter referred to as the “articles of association”) and other relevant documents, and on the basis of fully considering the actual operation and future development needs of the company, the plan for the return of dividends to shareholders in the next three years (20222024) (hereinafter referred to as the “plan”) has been formulated. The specific contents are as follows:
1、 Factors considered in formulating this plan
Focusing on long-term and sustainable development, the company comprehensively considers the company’s actual operation, future development objectives, shareholders’ wishes and requirements, social capital cost, external financing environment and other factors, balances the relationship between business sustainable development and shareholders’ comprehensive return, formulates shareholders’ dividend return plan on a three-year cycle, and establishes a sustainable, stable and scientific return mechanism for investors, And ensure the continuity and stability of the company’s profit distribution policy.
2、 Formulation principles of the plan
On the premise of complying with relevant laws and regulations and the articles of association, the plan attaches importance to the reasonable return to investors and takes into account the sustainable development of the company, fully considers and listens to the opinions of the company’s shareholders (especially public investors), independent directors and supervisors, and implements an active, sustainable and stable profit distribution policy on the premise that the company’s profitability and cash flow meet the normal production, operation and long-term development of the company, Adhere to the basic principle of giving priority to cash distribution of profits.
3、 Specific shareholder dividend return plan of the company in the next three years (20222024)
（1） Form and cycle of profit distribution
The company will actively distribute dividends in cash or stock. If cash dividends are available, the company will 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. The company generally distributes profits once a year, and can also make interim cash dividends according to the company’s profitability and capital demand.
(II) specific conditions and proportion of cash and stock dividends
Under the condition of cash dividend, the company gives priority to cash dividend 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. The specific dividend proportion shall be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors of the company.
Under the condition that the ending balance of the company’s accumulated undistributed profits is positive, the current distributable profits are positive, and the company’s cash flow can meet the company’s normal operation and sustainable development, after the company withdraws the legal reserve fund and discretionary reserve fund in full, the company’s annual accumulated profits distributed in cash shall not be less than 10% of the distributable profits realized in the current year when the company makes profits in the current year and the accumulated undistributed profits are positive.
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, 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 shall be handled in accordance with the provisions of the preceding paragraph.
Major capital expenditure means that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 2% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan.
(III) decision making procedure of profit distribution policy
The annual profit distribution plan of the company shall be formulated by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. When considering the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures. Independent directors shall review the profit distribution plan and give independent and clear opinions, and the board of supervisors shall review the profit distribution plan. After being approved by more than half of all directors of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation, and approved by more than two-thirds of the voting rights held by shareholders or shareholders’ agents attending the general meeting of shareholders. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
Before 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, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
If the company is profitable in the current year but the board of directors has not made a profit distribution plan for cash, it shall disclose in the periodic report the reasons for not making cash dividends, the purpose and use plan of the funds not used for dividends retained in the company, and the independent directors shall give independent opinions on this. If no profit distribution plan is made, the obligation of information disclosure shall be performed with reference to this procedure.
If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
(IV) adjustment procedure of profit distribution policy
If the company really needs to adjust the profit distribution policy according to the industrial regulatory policy, its own business situation, investment planning and the needs of long-term development, 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 Shanghai Stock Exchange.
The proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and shall be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company. The matter shall be deliberated and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary.
4、 Formulation cycle and adjustment mechanism of the plan
(I) in principle, the company reviews the shareholder dividend return plan every three years, and formulates the shareholder dividend return plan for the next three years in accordance with laws, regulations, normative documents and the requirements of regulatory authorities, taking full account of the company’s profit scale, cash flow status, development stage and current capital demand, and in combination with the opinions of shareholders, especially small and medium-sized shareholders, independent directors and supervisors.
(II) in case of force majeure such as war and natural disasters, or changes in the company’s external business environment that have a significant impact on the company’s operation, or major changes in the company’s own business conditions, or the current specific shareholder return plan affects the sustainable operation of the company, if it is necessary to adjust the shareholder return plan, the company may adjust the profit distribution policy according to the basic principles determined in Article 2 of this plan, The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the Shanghai Stock Exchange.
When the company adjusts the dividend distribution policy, it shall go through detailed demonstration and solicit the opinions of independent directors in advance. After being deliberated and approved by the board of directors, it shall be submitted to the general meeting of shareholders. After being approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders, the company shall provide shareholders with online voting method for voting. When the general meeting of shareholders considers the change of dividend distribution policy, it shall fully consider the opinions of minority shareholders.
5、 Effectiveness and interpretation of the plan
(I) the plan shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when it is revised.
(II) matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
(III) the board of directors of the company is responsible for the interpretation of this plan.
Primeton Information Technologies Inc(688118) board of directors April 20, 2022
