Chengdu Xuguang Electronics Co.Ltd(600353)
Shareholder return planning for the next three years (2022-2024)
In order to further improve the profit distribution policy of Chengdu Xuguang Electronics Co.Ltd(600353) (hereinafter referred to as "the company"), enhance the transparency of profit distribution, ensure that investors share the development achievements of the company, and guide investors to establish the concept of long-term investment and rational investment, according to the notice on further implementing matters related to cash dividends of listed companies issued by CSRC According to the provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant documents, in combination with the actual situation of the company, the existing profit distribution policy of the company is specially refined and the shareholder return plan of the company (2022-2024) is formulated. The specific contents are as follows:
1、 Factors considered in formulating this plan
The company focuses on long-term and sustainable development, comprehensively considers the actual situation of the company, development strategic planning and industry development trend, and establishes a scientific, sustainable and stable return planning and mechanism for investors, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of these rules
When formulating the profit distribution policy, the company shall pay attention to the reasonable investment return to investors, maintain the continuity and stability of the profit distribution policy, and comply with the relevant provisions of laws and regulations. The profit distribution of the company shall pay attention to the reasonable return on investment to investors and give consideration to the sustainable development of the company.
3、 Specific shareholder return plan of the company in the next three years (2022-2024)
(I) the company implements a continuous and stable profit distribution policy. The profit distribution should pay attention to the reasonable return to investors and take into account the sustainable development of the company. The company distributes dividends in the form of cash, stock or a combination of cash and stock. Cash dividend is better than stock dividend in profit distribution. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution.
(II) in principle, the company distributes the profits available for distribution annually, and the company can also distribute the interim profits if necessary.
(III) when the company plans to implement annual cash dividend, the following conditions shall be met at the same time:
1. The company's distributable profits (i.e. after tax profits after making up losses and withdrawing provident fund) in this year or half a year are positive and have sufficient cash flow. The implementation of cash dividends will not affect the company's subsequent sustainable operation;
2. The accumulated distributable profit of the company is positive;
3. The audit institution shall issue a standard unqualified audit report on the company's annual financial report;
4. The company has no major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company's proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company's total audited assets in the latest period. And items 1-3 of the above cash dividend conditions are the necessary conditions for the company to implement cash dividend conditions; Upon deliberation and approval by the general meeting of shareholders, item 4 of the above cash dividend conditions shall not affect the company's implementation of cash dividend.
5. If cash dividends are implemented, the proportion is: the proportion of profits accumulated in cash distribution in the last three years shall not be less than 30% of the average annual distributable profits accumulated in the last three years.
(IV) under the condition that the company's share capital scale and ownership structure are reasonable, and the expansion of share capital is synchronized with the growth of performance, the company can adopt the method of stock dividend for profit distribution.
(V) the company shall maintain the continuity and stability of the profit distribution policy. Under the condition of meeting the cash dividend, the proportion of the accumulated profits distributed in cash in the last three years shall not be less than 30% of the accumulated annual distributable profits in the last three years. If the company is unable to determine the profit distribution plan of the current year according to the established cash dividend policy or the minimum cash dividend ratio under special circumstances, the specific reasons and the clear opinions of independent directors shall be disclosed in the annual report. The company's profit distribution plan for the current year shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
(VI) under the condition of meeting the cash dividend, 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% at least; 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%; 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%. Major capital expenditure refers to the cumulative expenditure of the company's proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months, which reaches or exceeds 30% of the company's latest audited total assets.
4、 Implementation and decision-making mechanism of the plan
(I) the annual profit distribution plan of the company shall be prepared by the board of directors according to the profitability, capital demand and shareholder return plan, and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors. Independent directors shall express independent opinions on the profit distribution plan.
When deliberating the profit distribution plan, the board of directors shall carefully study and demonstrate the timing and conditions of the company's cash dividend, the conditions for the adjustment of the minimum proportion and the requirements of decision-making procedures, and fully listen to the opinions of the board of supervisors; Independent directors shall express clear opinions.
When considering the profit distribution plan, the general meeting of shareholders shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels such as telephone, fax, e-mail and on-site reception, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. The profit distribution plan shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors, and shall be deliberated in accordance with the relevant provisions of the articles of association.
The board of supervisors shall supervise whether the board of directors implements the cash dividend policy and shareholder return plan, and whether it implements the corresponding decisions and information disclosure.
If the board of supervisors finds that the board of directors has any of the following circumstances, it shall express clear opinions and urge it to correct in time:
1. Failing to strictly implement the cash dividend policy and shareholder return plan;
2. Failure to strictly implement the corresponding decision-making procedures for cash dividends;
3. Failed to truthfully, accurately and completely disclose the cash dividend policy and implementation.
(II) if the company makes profits during the annual report period and the accumulated undistributed profits are positive, and the ratio of the total amount of undistributed cash dividends or cash dividends to be distributed (including cash dividends distributed in the Interim) to the net profits attributable to shareholders of the listed company in the current year is less than 30%, the company shall disclose the following matters in detail in the announcement of the board of directors deliberating and passing the annual report:
1. A description of the reasons for the lack of cash dividends or the low level of cash dividends in combination with the characteristics of the industry, development stage, its own business model, profitability, capital demand and other factors;
2. The exact purpose of retained undistributed profits and estimated income;
3. Deliberation and voting at the board meeting;
4. Independent opinions of independent directors on the rationality of no cash dividend or low cash dividend level.
(III) the company is unable to determine the profit distribution plan of the current year according to the established cash dividend policy or the minimum cash dividend ratio under special circumstances, or the company is profitable and the accumulated undistributed profit is positive during the annual report period, If the ratio of the total amount of cash dividends not received or to be distributed (including cash dividends distributed in the Interim) to the net profit attributable to the shareholders of the listed company in the current year is less than 30%, the following measures shall be taken:
After the disclosure of the annual report and before the equity registration date of the annual general meeting, the chairman, independent directors, general manager, financial person and other senior managers of the company shall focus on the matters related to the cash dividend scheme in the performance press conference of the listed company.
If no performance conference is held, an explanation meeting shall be held through on-site, network or other effective means to communicate and communicate with the media and shareholders, especially institutional investors and minority shareholders holding shares of listed companies, and timely respond to the concerns of the media and shareholders. When the profit distribution plan is submitted to the general meeting of shareholders for deliberation, it shall provide convenient online voting conditions for investors, and disclose the voting results in segments according to the shareholding proportion of A-share shareholders participating in the voting. The segmented range includes three ranges: holding less than 1%, 1% - 5% and more than 5%; For shareholders with a shareholding ratio of less than 1%, the voting results of relevant A-share shareholders shall also be further disclosed according to the two types of situations where a single shareholder holds a stock market value of more than 500000 yuan and below.
(IV) the company shall disclose the formulation and implementation of the profit distribution plan and profit distribution policy in the annual report and semi annual report in accordance with the regulations, explain whether it complies with the provisions of the articles of association and the requirements of the resolutions of the general meeting of shareholders, whether the profit distribution standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors perform their duties and play their due role, Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the rights and interests of minority shareholders have been fully protected. If the profit distribution policy is adjusted or changed, the compliance of the adjustment or change procedures shall also be described in detail in the annual report and semi annual report.
5、 Adjustment mechanism of the plan
If the company really needs to adjust or change the profit distribution policy and this plan according to the needs of production and operation, investment plan, long-term development and changes in the external business environment, it shall perform the corresponding decision-making procedures after detailed demonstration, and the adjusted or changed profit distribution policy shall not violate relevant regulations.
The proposal on adjusting or changing the profit distribution policy and this plan shall be formulated by the board of directors. The independent directors shall express their independent opinions on whether the conditions and procedures of adjustment or change are compliant and transparent, and the board of supervisors shall express their opinions on whether the adjustment or change is in line with the provisions of the articles of association, relevant legal plans and normative documents. The proposal on adjusting or changing the profit distribution policy and this plan shall be submitted to the general meeting of shareholders for deliberation after being considered and approved by the board of directors, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
6、 Matters not covered in this plan
The plan shall be implemented from the date of adoption by the general meeting of shareholders. Matters not covered shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
Chengdu Xuguang Electronics Co.Ltd(600353) board of directors January 21, 2002
