Tianjin Songjiang Co.Ltd(600225)
Shareholder dividend return planning for the next three years (20222024)
Tianjin Songjiang Co.Ltd(600225) (hereinafter referred to as “the company”) in order to further standardize the 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 decision-making, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (CSRC announcement [2022] No. 3) and the articles of association, and other relevant provisions, hereby formulate the shareholder dividend return plan for the Tianjin Songjiang Co.Ltd(600225) next three years (20222024) (hereinafter referred to as the “shareholder return plan”).
1、 Factors considered by the company in formulating shareholder return plan
The company formulates the shareholder return plan, focuses on long-term and sustainable development, fully considers the company’s actual situation, development objectives, future profit scale, cash flow status, development stage, project investment capital demand, bank credit and debt financing environment and other important factors, and establishes a sustainable, stable and scientific return plan and mechanism for investors, so as to make institutional arrangements for dividend distribution, To ensure the continuity and stability of dividend distribution policy.
2、 Formulation principles and forms of the company’s shareholder return plan
1. The company fully considers the return to investors, maintains a continuous and stable profit distribution policy, and takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The company gives priority to the profit distribution mode of cash dividend.
2. The company may distribute dividends in cash, stock or a combination of cash and stock. If the company has the conditions for cash dividend, it will give priority to cash dividend for profit distribution. Under the condition of meeting the cash dividend distribution, if the company’s operating income and net profit grow rapidly, and the board of Directors considers that the company’s share capital scale and equity structure are reasonable, it can propose and implement the stock dividend distribution plan in addition to the cash dividend distribution plan.
3. When the net cash flow from the company’s operating activities in the first half of the year is higher than the net profit realized in the current period, the board of directors of the company may propose the company to make interim cash distribution or dividend distribution according to the company’s capital demand. 3、 Shareholders’ cash dividend plan for the next three years (20222024)
1. Cash dividend ratio and conditions of the company
Except under special circumstances, on the premise that the company is profitable in the current year and the accumulated undistributed profits are positive and meet the company’s normal operation, investment planning and long-term development, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 10% of the distributable profits realized in the current year after the consolidated statements. The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. Special circumstances refer to:
(1) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited net assets (except for projects invested with raised funds);
(2) The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 20% of the company’s latest audited total assets (except for projects invested with raised funds);
(3) The audit institution shall issue a non-standard and unqualified audit report on the company’s annual financial report; (4) When the net cash flow from the company’s average operating activities in three years is negative.
2. Differentiated cash dividend policy
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, and formulate differentiated cash dividend policies according to the following circumstances:
(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, the above provisions can be implemented. 3. If a shareholder of the company illegally occupies the company’s funds, the company shall deduct the cash dividend distributed to the shareholder to repay the funds occupied.
4、 Decision making procedure and adjustment mechanism of shareholders’ dividend return
1. The company’s profit distribution plan is proposed by the company’s board of directors. During the demonstration of the profit distribution plan, the company’s board of directors needs to fully discuss with independent directors and form a profit distribution plan on the basis of considering the sustained and stable return to all shareholders.
2. The profit distribution plan approved by the board of directors and the board of supervisors of the company shall be adopted by more than half of all directors and supervisors respectively. The company’s profit distribution plan shall be approved by more than half of the independent directors, and the independent directors shall express independent opinions on the profit distribution plan.
3. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
4. After the board of directors and the board of supervisors approve the profit distribution plan, the profit distribution plan shall be submitted to the general meeting of shareholders of the company for deliberation and approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. If there is no profit distribution plan, the company shall disclose the reasons and the purpose of the funds not used for dividends retained in the company in the annual report, and the independent directors shall express independent opinions on this.
5. When the general meeting of shareholders deliberates the cash dividend scheme, it shall communicate and exchange with shareholders (especially minority shareholders) through various channels, and fully listen to the opinions and demands of minority shareholders. In addition to listening to the opinions of shareholders at the general meeting of shareholders, it can also use online voting or independent directors to solicit voting rights at the general meeting of shareholders, as well as through shareholders’ hotline Timely communication and interaction with small and medium-sized shareholders, especially with small and medium-sized shareholders.
6. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
7. The company’s profit distribution policy is an important decision-making matter of the board of directors and the general meeting of shareholders and shall not be adjusted at will. If it is really necessary to adjust or change, the company shall take the protection of shareholders’ rights and interests as the starting point, fully listen to the opinions and demands of minority shareholders, demonstrate and explain the reasons in detail. 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 expressed by the independent directors and the board of supervisors, submitted to the general meeting of shareholders of the company for approval after deliberation by the board of directors of the company, and passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. At the same time, the company shall provide online voting to facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
5、 Disclosure of cash dividend policy
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the resolution requirements of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. 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 of adjustment or change are compliant and transparent.
6、 Development cycle of shareholder return planning
The company shall review the shareholders’ dividend return plan at least once every three years, make appropriate and necessary modifications to the company’s immediately effective dividend distribution policy, determine the shareholders’ 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 scale, cash flow status, development stage and current capital demand.
7、 Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
8、 The board of directors of the company shall be responsible for the interpretation of the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company Tianjin Songjiang Co.Ltd(600225)
Board of directors
April 25, 2022
