Zhejiang Taitan Co.Ltd(003036)
Shareholder return planning for the next three years (2022-2024)
In order to further improve the decision-making procedures and mechanism of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as "the company") profit distribution, enhance the transparency of cash dividends and safeguard the legitimate rights and interests of shareholders, In accordance with the notice on further implementation of matters related to 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 the Zhejiang Taitan Co.Ltd(003036) next three years (2022-2024) (hereinafter referred to as the "plan") is hereby formulated, The details are as follows:
1、 Considerations for developing this plan
Focusing on the long-term and sustainable development of the company, the company fully considers the company's current and future profit scale, cash flow status, development stage, project investment capital demand, financing of this issuance, based on the comprehensive analysis of the actual operation and development of the enterprise, shareholders' requirements and wishes, social capital cost, external financing environment and other factors Bank credit and debt financing environment, establish a sustainable, stable and scientific return mechanism for investors, and 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 articles of association. The company attaches importance to the reasonable return on investment to 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 (2022-2024)
(I) form of profit distribution
The company distributes dividends in cash, shares or a combination of cash and shares or other ways permitted by law. Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution.
(II) interval between profit distribution periods
Generally, the company distributes profits once a year, but if conditions permit, the company can make interim cash dividends according to the current operating profit and cash flow.
(III) conditions for profit distribution
1. Conditions for cash dividends
When the profit distribution conditions specified in the company law and other laws and regulations are met, the profit distributed by the company in cash every year shall not be less than 20% of the distributable profit realized in the current year. The board of directors will determine the specific proportion of cash dividends in the current year according to the specific situation of the company's operation in the current year and the needs of normal operation and development in the future. If the company is profitable in the current year, but the board of directors has not made a cash profit distribution plan or the cash dividend proportion in the profit distribution plan is lower than the above proportion, the corresponding procedures and disclosure obligations shall be performed in accordance with relevant regulations.
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 at least reach 40%;
(3) If the development stage of the company is in the growth period and there are major capital expenditure arrangements, 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. 2. Conditions for stock dividends
If the company's operating income grows rapidly and the board of Directors considers that the company's stock price does not match the size of the company's share capital, it can propose and implement a stock dividend distribution plan while meeting the above cash dividend distribution. On the premise of ensuring full cash dividend distribution, the company can increase stock dividend distribution separately, and the board of directors of the company shall formulate a stock dividend distribution plan according to the actual situation of the company.
4、 Decision making procedure and mechanism of profit distribution
After the end of each fiscal year within the planning period, the annual profit distribution plan of the company shall be submitted to the general meeting of shareholders for deliberation after the consent of more than half of all directors and the express opinions of independent directors. Before the general meeting of shareholders deliberates the above profit distribution plan, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions and demands of minority shareholders.
The specific profit distribution plan submitted by the board of directors to the general meeting of shareholders shall be adopted by more than two-thirds of all directors of the board of directors and more than one-half of all independent directors. Independent directors shall express independent opinions on the specific profit distribution plan.
The board of supervisors shall review the specific profit distribution plan proposed by the board of directors and issue written opinions, which shall be adopted by more than half of all supervisors of the board of supervisors.
When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it 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's profits in the current year meet the conditions for profit distribution, but the board of directors has not made a cash profit distribution plan, or the proportion of cash dividends in the profit distribution plan is lower than the specified proportion, it shall disclose the reasons and the purpose of the funds not used for distribution in the periodic report, which can be submitted to the board of directors for deliberation after being approved by the independent directors, and the independent directors and the board of supervisors shall express their opinions. After being deliberated and approved by the board of directors and the board of supervisors, it shall be submitted to the general meeting of shareholders for deliberation and approval. When deliberating at the general meeting of shareholders, an online voting system shall be provided for voting, which shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
5、 Formulation or adjustment procedure of profit distribution plan
The company should formulate a shareholder return plan on a three-year cycle. On the basis of summarizing the implementation of the shareholder return plan in the previous three years, the company shall 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 drafted by the board of directors in accordance with the company's operating conditions and the relevant provisions of the CSRC. The independent directors and the board of supervisors shall express their opinions, which shall be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors and the board of supervisors. The general meeting of shareholders shall provide an online voting system for voting, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
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.
Zhejiang Taitan Co.Ltd(003036) board of directors
January 12, 2022
