Iray Technology Company Limited(688301) shareholder return plan for the next three years (2022-2024)
According to the needs of the development strategy of Iray Technology Company Limited(688301) (hereinafter referred to as “the company”), in order to further strengthen the awareness of returning shareholders, improve the perfect dividend policy and long-term communication mechanism, in accordance with the notice on matters related to the further implementation of cash dividends of listed companies, regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations In accordance with the provisions of normative documents, the Iray Technology Company Limited(688301) articles of Association (hereinafter referred to as the articles of association) and other corporate governance systems, and in combination with the actual situation of the company, the company hereby formulates this plan:
1、 Factors considered in formulating this plan
Based on the principle of paying attention to the reasonable investment return to investors and taking into account the company’s capital and development needs, the company establishes a sustained, stable and scientific return mechanism to maintain the continuity and stability of profit distribution policy. On the premise of ensuring the normal operation and development of the company, actively repay investors, establish a good corporate image, and establish investors’ confidence in the company’s development prospects and willingness for long-term investment.
2、 Principles of planning
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) form of profit distribution
The company distributes dividends in the form of cash, cash and stock, or in other ways permitted by laws and regulations. Where cash dividends are available, the company shall give priority to the profit distribution mode of cash dividends; When the company has major investment plans or major cash expenditures or other events that need to meet the capital needs of the company’s normal production and operation, the company may distribute dividends in the form of shares.
(II) period interval and proportion of profit distribution
The company distributes dividends in cash, stock, combination of cash and stock or other ways permitted by laws and regulations. On the premise of meeting the conditions for profit distribution, the company shall, in principle, distribute profits at least once a year. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability. If conditions permit, the board of directors of the company may propose the company to conduct Interim Cash Dividends according to the company’s profitability and capital demand.
The company’s cash dividend shall meet the following conditions at the same time: (1) after making up the loss (if any), withdrawing the legal accumulation fund and withdrawing the discretionary accumulation fund (if necessary), the company will make profits in the current year and the accumulated undistributed profits are positive; (2) The company has no major investment plan or major cash expenditure in the next 12 months; (3) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; (4) There are no other special circumstances that are not suitable for profit distribution approved by the general meeting of shareholders of the company.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there is a major investment plan or major cash expenditure arrangement, 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. Major capital expenditure arrangement refers to that the company’s cumulative transaction expenses for foreign investment, asset purchase and fixed asset investment in the next 12 months reach or exceed 30% of the company’s latest audited net assets. (III) conditions for stock dividend distribution
When the company is in good operation and the board of Directors believes that the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan and submit it to the general meeting of shareholders for deliberation under the condition of meeting the above cash dividends.
(IV) decision making mechanism and procedure of profit distribution
The formulation and modification of the company’s profit distribution policy shall be proposed by the board of directors to the general meeting of shareholders of the company, and the independent directors shall express independent opinions on the formulation or modification of the profit distribution policy at the board of directors.
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 small and medium-sized shareholders, through various channels such as answering investor calls, the company’s public email, network platform and holding investor meeting, fully listen to the opinions and demands of small and medium-sized shareholders and respond to the concerns of small and medium-sized shareholders in time.
The formulation and modification of the company’s profit distribution policy shall be submitted to the general meeting of shareholders for deliberation and shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. The opinions of independent directors on the formulation or modification of profit distribution policy shall be submitted to the general meeting of shareholders as an annex to the proposal on the formulation and modification of profit distribution policy of the company.
The company’s profit distribution policy shall not be changed at will. If the current policy does conflict with the company’s production and operation, investment planning and long-term development needs, the profit distribution policy can be adjusted. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange where the company’s shares are listed.
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
It 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.
Iray Technology Company Limited(688301) January 13, 2022
