Beijing Tianyishangjia New Material Corp.Ltd(688033)
Shareholder dividend return planning for the next three years (2022-2024)
In order to further improve the profit distribution policy of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as “the company”), establish and improve a scientific, sustainable and stable dividend mechanism, enhance the transparency of profit distribution and safeguard the legitimate rights and interests of investors, According to the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37), No. 3 guidance on supervision of listed companies – cash dividends of listed companies (revised in 2022), the articles of association and other relevant documents of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and in combination with the actual situation of the company, The company hereby formulates the dividend return plan for shareholders in the next three years (2022-2024). The details are as follows:
1、 Factors considered by the company in formulating this plan
Focusing on long-term and sustainable development, the company comprehensively considers the actual situation of the company, development strategic planning and industry development trend, and establishes a scientific, sustainable and stable return planning and mechanism for investors in accordance with the company law, securities law and relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, so as to make institutional arrangements for profit distribution, To ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
On the premise of complying with relevant national laws and regulations and the articles of association, the plan will pay full attention to the return to investors, maintain the continuity and stability of the company’s profit distribution policy, and take into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The company shall fully consider the opinions of independent directors and public investors in the research, demonstration and decision-making process of profit distribution policy.
3、 Specific shareholder return plan of the company in the next three years
(I) profit distribution principle
The company implements a sustained and stable profit distribution policy. The company’s profit distribution should pay attention to the reasonable investment return to investors, and take into account the long-term interests and sustainable development of the company. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
The company distributes dividends in cash, stock or a combination of cash and stock; The company will give priority to cash dividend distribution; According to the real and reasonable factors such as the company’s cash flow status, business growth and the scale of net assets per share, the company can also distribute dividends in the form of stocks or a combination of cash and stocks.
(III) period interval of profit distribution
On the condition that the company is profitable in the current year and complies with the provisions of laws, regulations and the articles of association, the company shall distribute profits once a year; The board of directors may also propose the company to pay Interim Cash Dividends according to the company’s capital status. (IV) specific conditions and proportion of cash and stock dividends
The company’s implementation of cash dividends shall meet the following conditions at the same time:
1. After making up the losses and withdrawing the accumulation fund, the remaining after tax profit of the company in this year is positive and the cash flow is abundant. The implementation of cash dividends will not affect the subsequent sustainable operation of the company;
2. The accumulated profit available for distribution of the company is positive;
3. The company has no major investment plan or major cash expenditure in this year. Major investment plan or major cash expenditure refers to one of the following situations:
(1) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 10% of the company’s latest audited net assets;
(2) In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 5% of the company’s latest audited total assets.
When the cash dividend conditions are met, the profit distributed by the company in cash every year shall not be less than 15% of the distributable profit realized in the current year; The company may distribute stock dividends at the same time as the above cash dividends. The company will determine the specific proportion of the profits distributed in cash in the distributable profits realized in the current year and whether to adopt the mode of stock dividend distribution according to the specific situation of the operation of the current year and the needs of normal operation and development in the future. Relevant proposals will be submitted to the general meeting of shareholders of the company for deliberation and approval after being deliberated by the board of directors.
The company will consider paying stock dividends in the following two cases:
1. In case of insufficient cash flow, the company can consider adopting the profit distribution mode of issuing stock dividends;
2. Under the condition of cash dividend, the company can consider paying stock dividend at the same time in combination with the actual operation.
(V) differentiated cash dividend policy
The board of directors of the company shall take into account the company’s industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish 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 at least reach 40%;
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 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 proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
(VI) decision making mechanism and procedure for profit distribution:
The specific dividend distribution plan submitted by the board of directors to the general meeting of shareholders shall be adopted by more than half of all directors of the board of directors, by more than two-thirds of all independent directors, by the general meeting of shareholders and by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
Independent directors shall express independent opinions on the specific dividend distribution plan.
The board of supervisors shall review the specific dividend distribution plan proposed by the board of directors and adopt it by more than half of all supervisors of the board of supervisors.
The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, external supervisors (if any) and public investors in the decision-making and demonstration of profit distribution policies. The company will listen to and accept the suggestions and supervision of public investors on profit distribution through various channels (telephone, fax, e-mail and investor relations interactive platform).
(VII) decision making procedure for cash dividend scheme:
When formulating the specific cash dividend plan, 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. The specific cash dividend plan submitted by the board of directors to the general meeting of shareholders shall be adopted by more than half of the directors of the board of directors and more than two-thirds of all independent directors, It shall be deliberated by the general meeting of shareholders and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. Independent directors shall review the cash dividend scheme and give independent and 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 the general meeting of shareholders deliberates on the specific scheme of cash dividend, it 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 timely respond to the concerns of minority shareholders.
(VIII) if the company does not make profit distribution in the current year or lower than the cash dividend ratio specified in the articles of association, the board of directors of the company shall disclose the reasons in the periodic report, and the independent directors shall express independent opinions on the reasons for non dividend and the purpose of non dividend funds retained in the company. The proposal on profit distribution shall be submitted to the general meeting of shareholders for approval after being reviewed by the board of directors of the company, The reasons and the specific purpose of the retained funds shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders.
(IX) adjustment of profit distribution policy:
The company will maintain the continuity and stability of the dividend distribution policy. If it is really necessary to adjust the profit distribution policy due to the company’s own business situation, investment planning and 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 stock exchange, The proposal on adjusting the profit distribution policy shall be formulated by the board of directors in accordance with the company’s operating conditions and the relevant provisions of the CSRC, submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. When making the proposal at the general meeting of shareholders, it shall be demonstrated in detail and explain the reasons.
The board of directors shall fully listen to the opinions of shareholders (especially public investors), independent directors and external supervisors (if any) when formulating proposals for adjusting profit distribution policies. If the board of directors deliberates and approves the proposal on adjusting the profit distribution policy, it shall be adopted by more than half of all directors of the board of directors and more than two-thirds of all independent directors. The independent directors shall express their independent opinions and disclose them in time.
The board of supervisors shall review the proposal on adjusting the profit distribution policy proposed by the board of directors, fully listen to the opinions of external supervisors (if any) who do not serve in the company, and pass it by more than half of all supervisors of the board of supervisors.
When the general meeting of shareholders deliberates the proposal on adjusting the profit distribution policy, it shall fully listen to the opinions of the public shareholders. In addition to setting up on-site meeting voting, it shall also provide shareholders with online voting system for support.
(x) disclosure of profit distribution policy
The company shall disclose in detail the formulation and implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report in strict accordance with relevant regulations, explain whether it complies with the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders, whether there is a clear dividend proportion and standard, and whether the relevant decision-making procedures and mechanisms are complete, Whether independent directors perform their duties and play their due role, 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. If the company is profitable in the current year and the board of directors does not make a profit distribution plan, it shall disclose the reasons in the periodic report, and explain the purpose and use plan of the funds not used for dividends retained in the company.
（11） If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.
4、 Formulation cycle and adjustment mechanism of shareholder return plan
(I) the company shall formulate a return plan for shareholders on a three-year cycle. On the basis of summarizing the implementation of the shareholder return plan for the previous three years, the company shall fully consider the factors listed in Article 1 of the plan and the opinions of shareholders (especially minority shareholders), independent directors and supervisors to determine whether it is necessary to adjust the company’s profit distribution policy and the shareholder return plan for the next three years.
(II) in case of force majeure such as war and natural disasters, or major changes in the company’s external business environment that have a significant impact on the company’s production and operation, or major changes in the company’s own business conditions, or the current specific shareholder return plan affects the company’s sustainable operation, it is necessary to adjust the shareholder return plan, The company may re formulate the shareholder return plan according to the basic principles determined in Article 2 of this plan.
5、 Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. This plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company. Beijing Tianyishangjia New Material Corp.Ltd(688033) January 11, 2022
