Shenzhen United Winners Laser Co.Ltd(688518)
Shareholder dividend return planning for the next three years (20222024)
In order to further standardize and improve the company’s profit distribution policy, establish a scientific, sustainable and stable shareholder return mechanism, and safeguard the legitimate rights and interests of minority shareholders, 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 According to the provisions of 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 documents, and in combination with the actual situation of the company, the board of directors of the company has formulated the shareholder dividend return plan for the Shenzhen United Winners Laser Co.Ltd(688518) next three years (20222024). The specific contents are as follows: I. factors considered in formulating the shareholder return plan
When 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, this issuance financing, bank credit and creditor’s rights financing environment of the company, On the basis of balancing the short-term and long-term interests of shareholders, formulate the dividend return plan for shareholders, and establish a sustainable, stable and scientific return mechanism for investors, so as to ensure the continuity and stability of profit distribution policy. 2、 Formulation principles of shareholder return plan
The company will adhere to the premise of complying with relevant laws and regulations and the articles of association, comprehensively consider the reasonable investment return of investors and the long-term development of the company, actively implement a sustained and stable profit distribution policy, maintain the continuity and stability of profit distribution policy, and fully consider the opinions of shareholders (especially minority shareholders), independent directors and supervisors. When the company formulates or adjusts the dividend return plan for shareholders, it shall comply with the relevant provisions of the articles of association on profit distribution policy. 3、 Specific shareholder return plan of the company in the next three years
(I) profit distribution form
The company distributes dividends in cash, stock or a combination of cash and stock. If conditions permit, the company can make interim profit distribution.
(II) conditions for cash dividends of the company
Except under special circumstances, when the company makes profits in the current year and the accumulated distributable profits (the after tax profits after the company makes up the losses and withdraws the reserve fund) are positive, it shall distribute dividends in cash. The profits distributed in cash every year shall not be less than 10% of the distributable profits of the parent company realized in the current year.
All special provisions of securities regulatory authorities and securities trading shall be observed.
Special circumstances refer to the occurrence of major investment plans or major cash expenditures of the company (except for fund-raising projects). That is, the company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure will reach or exceed 10% of the company’s latest audited total assets or 30% of its net assets.
(III) cash dividend ratio
When the company makes profit distribution, 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 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 can 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.
The interval between cash dividends of the company generally does not exceed one year. The board of directors of the company can also propose the company to pay interim dividends according to the company’s current profit scale, cash flow and capital demand.
(IV) specific conditions for the company to issue stock dividends
When the company is operating well, and the board of Directors believes that the stock price of the company does not match the size of the company’s share capital, and the issuance of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of meeting the above cash dividends.
(V) profit distribution decision-making procedure
1. The company’s profit distribution plan shall be drafted by the company’s management and submitted to the company’s board of directors and board of supervisors for deliberation. The board of directors and the board of supervisors fully discussed the rationality of the profit distribution plan, formed a special resolution and submitted it to the general meeting of shareholders for deliberation. When considering the profit distribution plan, the company shall provide shareholders with online voting.
2. The company will not pay cash dividends due to the special circumstances specified above. The board of directors will make special explanations on the specific reasons for not paying cash dividends, the exact purpose of the company’s retained earnings and the expected investment income. After the independent directors express their opinions, they will be submitted to the general meeting of shareholders for deliberation and disclosed on the media designated by the company.
3. When the company formulates 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, and the independent directors shall express 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. 4. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company 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.
(VI) implementation of the company’s profit distribution plan
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within 60 days after the general meeting of shareholders is held.
(VII) 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 periodic 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 cash dividend policy is adjusted or changed, it is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent. (VIII) change of the company’s profit distribution policy
In case of force majeure such as war and natural disasters, or 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, the company can adjust the profit distribution policy. When adjusting the profit distribution policy, the company shall take the interests of shareholders as the starting point, pay attention to the protection of the interests of investors and give stable returns to investors, which shall be fully demonstrated by the board of directors and listen to the opinions of independent directors, supervisors and public investors. The proposal of the company to adjust the profit distribution policy shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors and the opinions of independent directors. The proposal to adjust the profit distribution policy must be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
When considering the proposal to adjust the profit distribution policy, the company shall provide online voting for shareholders.
4、 Other matters
(I) matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. (II) this plan shall be interpreted by the board of directors of the company and shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
Shenzhen United Winners Laser Co.Ltd(688518) board of directors may 20, 2022
