Beijing Compass Technology Development Co.Ltd(300803)
Shareholder return planning for the next three years (2022-2024)
In order to further standardize the company, establish a scientific, sustainable and stable shareholder return mechanism, increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of public investors, according to the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The board of directors formulated the shareholder return plan for Beijing Compass Technology Development Co.Ltd(300803) the next three years (2022-2024) (hereinafter referred to as the “plan”). As follows:
1、 Factors considered by the company in formulating this plan
The company’s shareholder return plan for the next three years is based on the comprehensive analysis of the company’s overall strategic development plan, social capital cost, external financing environment and other factors, and fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit financing environment and other conditions, The arrangement made on the basis of balancing the short-term interests and long-term interests of shareholders.
2、 Formulation principles of the plan
1. The company gives full consideration to the return to investors and distributes dividends to shareholders every year according to the proportion and method specified in the articles of Association;
2. The company’s profit distribution policy shall maintain continuity and stability, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company;
3. The company gives priority to the profit distribution mode of cash dividend.
3、 Company profit distribution policy
1. Form of profit distribution
The company distributes profits in the form of cash, stock or a combination of cash and stock. If conditions permit, the company can make interim profit distribution.
2. Specific conditions and proportion of cash dividends of the company:
Except for special circumstances, when the company makes profits in the current year and the accumulated undistributed profits are positive, it will distribute dividends in cash. The profit distributed in cash every year shall not be less than 10% of the distributable profits realized in the current year. Special circumstances refer to:
(1) The company has major investment plans or major cash expenditures (except for the projects raised funds). That is, the company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited net assets, and the absolute amount exceeds 30 million yuan;
(2) The year-end asset liability ratio of the company exceeds 70%;
(3) The distributable profit per share realized in the current year is less than 0.1 yuan;
(4) The cash flow of the current year is insufficient, and the implementation of cash dividends will affect the subsequent sustainable operation of the company;
(5) The audit institution did not issue a standard unqualified audit report on the company’s annual financial report. 3. Specific conditions for the company to issue stock dividends:
When the company is in good operation and the earnings per share realized in the current year exceeds 0.5 yuan, and the board of Directors believes that the stock price of the company does not match the scale 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 conditions of meeting the above cash dividends.
4、 Deliberation procedures of the company’s profit distribution plan
1. The profit distribution plan of the company shall be drafted by the strategy committee of the board of directors and submitted to the board of directors and the board of supervisors of the company for deliberation, and the independent directors shall express clear opinions on the profit distribution plan. The board of directors shall fully discuss the rationality of the profit distribution plan, form a special resolution, submit it to the general meeting of shareholders for deliberation, and announce the opinions of independent directors and the board of supervisors when issuing the notice of convening the general meeting of shareholders.
The board of directors 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:
(I) 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;
(II) if the development stage of the company is mature and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 40%;
(III) 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 at least reach 20%;
The board of directors of the company may timely adjust the development stage of the company according to the business development of the company and the provisions of the preceding paragraph. 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.
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.
2. The company shall pay attention to the reasonable requirements and opinions of investors, especially minority shareholders. If the board of directors fails to propose a cash dividend plan in accordance with the provisions of the articles of association, it shall disclose the reasons for not proposing a cash dividend plan and the purpose of retaining the funds not used for dividend in the company in the periodic report, and the independent directors shall express their independent opinions on this; When the company holds the general meeting of shareholders, in addition to the on-site meeting, it shall also provide shareholders with a voting platform in the form of network.
3. The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan approved by the general meeting of shareholders. If it is really necessary to adjust or change the cash dividend policy determined in the articles of association, it shall meet the conditions specified in the articles of association. After detailed demonstration, the board of directors shall submit it to the general meeting of shareholders for deliberation and approval by special resolution, and the independent directors shall express clear independent opinions.
The company shall pay attention to the transparency of profit distribution, fully disclose matters related to the company’s profit distribution in accordance with laws and regulations and relevant regulations and requirements of securities regulatory authorities and stock exchanges, and provide multiple channels (telephone, fax, e-mail, interactive platform, etc.) to actively communicate and exchange with independent directors and shareholders, especially minority shareholders, Fully listen to the opinions and demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner.
5、 Change of the company’s profit distribution policy
1. In case of force majeure such as war and natural disasters, changes in the company’s external business environment and significant impact on the company’s production and operation, or major changes in the company’s own business conditions, the company may adjust the profit distribution policy, and the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
2. The board of directors shall make a special discussion on the adjustment of the company’s profit distribution policy, demonstrate the reasons for the adjustment in detail, form a written demonstration report, and submit it to the general meeting of shareholders for special resolution after the independent directors express their consent and independent opinions. At the same time, the company shall provide online voting methods to facilitate the participation of public investors in the general meeting of shareholders.
3. On the basis of fully considering the reasonable return on investment to investors and taking into account the sustainable development of the company, the board of directors of the company may formulate a dividend distribution plan and submit it to the general meeting of shareholders for approval.
6、 Formulation cycle and relevant decision-making mechanism of future shareholder return plan
(I) the company shall review the shareholder return plan for the next three years at least once every three years, fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and the board of supervisors through various channels, evaluate the profit distribution policy being implemented by the company, and determine the shareholder return plan for that period.
(II) the board of directors of the company shall formulate the distribution plan in combination with the specific operating data, fully consider the company’s profit scale, cash flow status, development stage and current capital demand, and in combination with the opinions of shareholders (especially minority shareholders), independent directors and supervisors, which shall be implemented after being voted by the shareholders’ meeting of the company.
7、 Other
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 the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
January 25, 2022
