Suzhou Chunxing Precision Mechanical Co.Ltd(002547) : shareholder return plan for the next three years (20222024)

Suzhou Chunxing Precision Mechanical Co.Ltd(002547)

Shareholder return plan for the next three years (20222024)

Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as “the company”) in order to further standardize the company’s dividend behavior, promote the company to establish a scientific, sustainable and stable dividend mechanism, ensure the reasonable return on investment of shareholders and increase the transparency and operability of dividend distribution decisions, In accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the Suzhou Chunxing Precision Mechanical Co.Ltd(002547) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, and taking into account the company’s profitability, business development planning, shareholder returns Due to social capital cost, external financing environment and other factors, the company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”), as follows:

Article 1 factors considered in formulating this plan

The company focuses on long-term and sustainable development. 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, bank credit and debt financing environment, so as to establish a sustainable, stable and Scientific return planning and mechanism, so as to make institutional arrangements for profit distribution, so as to maintain the continuity and stability of profit distribution policy.

Article 2 formulation principles of this plan

Adhere to the basic principle of giving priority to cash dividends, pay attention to the reasonable return on investment to public shareholders, take sustainable development and safeguarding shareholders’ rights and interests as the purpose, maintain the continuity and stability of profit distribution policies, and comply with the relevant provisions of laws and regulations.

Article 3 the company’s shareholder return plan for the next three years (20222024) is as follows: 1. Profit distribution form and interval

The company may distribute dividends in cash, shares or a combination of the two. If the company has the conditions for cash dividends, it shall give priority to cash distribution of profits. If the company makes profits in the current year and has profits available for distribution, it shall make annual profit distribution. The board of directors of the company may propose the company to pay interim dividends according to the current profit scale, cash flow status, development stage and capital demand of the company.

2. Conditions and proportion of cash dividends

In accordance with the company law and other relevant laws, regulations and the articles of association, on the basis of meeting the conditions of cash dividends and in combination with the company’s continuous operation and long-term development, the company’s annual profit distributed in cash in the next three years shall not be less than 10% of the distributable profit attributable to the shareholders of the parent company in the consolidated statements in the current year, except under special circumstances and on the premise that the company’s cash flow meets the normal operation and long-term development, The specific annual cash dividend proportion plan shall be formulated by the board of directors in accordance with the above provisions, combined with the company’s operating conditions and relevant provisions, and submitted to the general meeting of shareholders for voting. Special circumstances refer to:

(1) When the company suffers losses in the current year;

(2) When the amount of major investment accounts for 100% of the company’s profits available for distribution to shareholders in the current year; (3) The cash flow realized by the parent company in the current year is negative, and the monetary capital balance on the base date of the latest audit is lower than the amount to be used for cash dividends.

3. Conditions of stock dividend distribution

If the company’s operating income grows rapidly, the board of Directors considers that the company’s share capital does not match the company’s business scale, and the distribution of stock dividends is beneficial to the overall interests of all shareholders of the company, the board of directors can distribute stock dividends while meeting the minimum cash dividend distribution.

If the company intends to distribute profits by combining cash and shares, the board of directors of the company shall 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 shall 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.

Article 4 decision making mechanism of shareholder return planning

1. The company shall review the shareholder return plan for the next three years at least once every three years, and make appropriate and necessary modifications to the dividend distribution policy being implemented by the company according to the opinions of shareholders (especially public investors), independent directors and supervisors, so as to determine the shareholder return plan for this period. If the company does not adjust the profit distribution policy as stipulated in the articles of association and the shareholders, independent directors and supervisors do not put forward modification opinions, it can refer to the shareholder return plan formulated or revised recently, and there is no need to revise the three-year shareholder return plan.

2. The board of directors of the company shall, in combination with specific operating data, fully consider the company’s profit scale, cash flow status, development stage and current capital demand, and in combination with the opinions of shareholders (especially public investors), independent directors and supervisors, formulate annual or medium-term dividend plans, which shall be implemented after being voted by the general meeting of shareholders of the company.

Article 5 information disclosure of profit distribution of the company

The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, indicating whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether the independent directors have fulfilled their responsibilities and played their due role, and whether the minority shareholders have the opportunity to fully express their opinions and demands, Whether the legitimate rights and interests of minority shareholders have been fully protected.

If the company has made profits in the previous fiscal year and the accumulated distributable profits are positive, but the board of directors of the company has not formulated a cash dividend plan after the end of the previous fiscal year, it shall explain in detail the reasons for non distribution and the purpose for which the undistributed profits not used for distribution are retained in the company in the periodic report; The independent directors and the board of supervisors shall express their audit opinions on this. When the company holds the general meeting of shareholders, in addition to the on-site meeting, it shall also provide shareholders with a voting platform in the form of network.

If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent.

Article 6 solicitation of shareholders’ opinions on profit distribution

The office of the board of directors of the company is responsible for the management of investor relations, answering the daily consultation of investors, fully soliciting the opinions and demands of shareholders, especially minority shareholders, on the dividend return planning and profit distribution of the company’s shareholders, and timely answering the concerns of minority shareholders.

Article 7 other planning matters

1. 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. 2. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.

3. The board of directors of the company is responsible for the interpretation of this plan.

Suzhou Chunxing Precision Mechanical Co.Ltd(002547) board of directors

April 26, 2022