Hnac Technology Co.Ltd(300490)
Shareholder return plan for the next three years (2022-2024)
In order to further plan matters related to profit distribution and cash dividends of Hnac Technology Co.Ltd(300490) (hereinafter referred to as “the company”), further refine the provisions on profit distribution policies in the articles of association of Hnac Technology Co.Ltd(300490) , enhance the transparency and operability of profit distribution decisions, and facilitate shareholders’ supervision over the operation and distribution of the company, According to the notice on further implementation of matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, and in combination with the actual situation of the company, the board of directors of the company has formulated the return plan for shareholders’ dividends in Hnac Technology Co.Ltd(300490) the next three years (2022-2024) (hereinafter referred to as the “plan”), It has been deliberated and adopted at the 15th meeting of the Fourth Board of directors, and the plan will take effect after being submitted to the general meeting of shareholders for deliberation and approval. The planning is as follows:
1、 Considerations for the development of this plan
Focusing on long-term and sustainable development, the company has established a sustainable, stable and scientific return planning and mechanism for investors by comprehensively considering the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, shareholders’ requirements and wishes, funds raised in this issuance, bank credit and external financing environment, So as to make institutional arrangements for profit distribution to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
1. The plan shall strictly implement the profit distribution policy stipulated in the articles of association.
2. The plan shall fully consider the opinions of independent directors, supervisors and minority shareholders.
3. The plan shall fully consider the principle of reasonable investment return of investors and sustainable and good development of the company, and deal with the relationship between short-term interests and long-term development. The profit distribution of the company shall not exceed the total accumulated distributable profits and shall not damage the sustainable operation ability of the company.
4. The company gives priority to the profit distribution mode of cash dividend.
5. The planning shall maintain the continuity and stability of profit distribution.
3、 Specific shareholder return plan for the next three years (2022-2024)
(I) form of profit distribution
The company may distribute profits in the form of cash, stock or a combination of cash and stock. Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution; In principle, the company distributes profits annually. If conditions permit, the company can distribute interim profits.
(II) conditions and proportion of profit distribution
1. Conditions and proportion of cash dividends
If the company intends to implement cash dividends, the following conditions shall be met at the same time:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) Ensure the normal operation and long-term development of the company, and there is no major investment plan or major cash expenditure. The accumulated profits distributed in cash in any three fiscal years of the company shall not be less than 30% of the annual distributable profits realized in the three years.
2. Differentiated cash dividend policy
Where the company distributes 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 comply with the provisions of the company’s articles of association, Put forward differentiated cash dividend policies: (1) if the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividend in this profit distribution shall reach 80%;
(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%;
(3) If the development stage of the company is a growth period and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 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 general meeting of shareholders authorizes the board of directors to put forward the profit distribution plan of the current year according to the above principles every year after comprehensively considering the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements.
3. Conditions for issuing stock dividends
When the company is in good operating condition and the board of Directors considers that the company’s earnings per share and stock price do not match the company’s share capital scale and share capital structure, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When determining the specific amount of profit distributed by shares, the company shall fully consider whether the total share capital after profit distribution by shares is compatible with the company’s current business scale and profit growth rate, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
4、 Relevant decision-making mechanism of shareholder dividend return planning
1. Profit distribution decision procedure
(1) After the end of each fiscal year, the board of directors shall formulate the company’s profit distribution plan according to the company’s operating conditions and relevant regulations. When considering the specific plan of cash dividend, 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. Independent directors shall review the profit distribution plan and give independent and clear opinions, which shall be submitted to the general meeting of shareholders for deliberation after being approved by the board of directors.
(2) Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(3) When considering the profit distribution plan, the general meeting of shareholders shall actively communicate with shareholders, especially minority shareholders, through various channels, including but not limited to telephone, fax and e-mail communication or inviting minority shareholders to attend the meeting, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. (4) If the board of directors of the company has not made a profit distribution plan for cash, it shall disclose the reasons, the exact purpose of the company’s retained earnings and the expected investment income in the annual report, and submit them to the general meeting of shareholders for deliberation after the opinions of independent directors.
(5) The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special instructions and opinions on the implementation of relevant policies and plans if it makes profits but does not put forward a profit distribution plan within the year;
(6) The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws, regulations and the articles of association.
2. Adjustment of profit distribution policy
If the company’s external business environment changes significantly or the existing profit distribution policy affects the company’s sustainable operation, the company can modify the profit distribution policy according to the internal and external environment, and the adjusted profit distribution policy shall not violate the relevant regulations of the CSRC and the stock exchange.
When proposing to modify 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 explain the reasons for the modification in detail in the proposal submitted to the general meeting of shareholders. The proposal on adjusting the profit distribution policy shall be submitted by the board of directors to the general meeting of shareholders. The profit distribution policy proposed by the board of directors shall be adopted by more than half of all directors and approved by more than half of the independent directors. The independent directors shall express independent opinions on the formulation or modification of the profit distribution policy; It shall be deliberated by the general meeting of shareholders and approved by more than two-thirds of the voting rights held by the shareholders present.
5、 Effectiveness of the plan
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. The board of directors of the company shall be responsible for the interpretation of this plan, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
Hnac Technology Co.Ltd(300490) board of directors January 20, 2022
