Crown Advanced Material Co.Ltd(688560)
Shareholder dividend return plan for the next three years (2022-2024)
In accordance with the requirements of laws, regulations and normative documents such as the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), 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 provisions of the articles of association of the company, In order to protect the legitimate rights and interests of investors, realize shareholder value and give investors stable returns, constantly improve the decision-making procedures and mechanisms of the board of directors and the general meeting of shareholders on the company's profit distribution, increase the transparency, participation and operability of profit distribution decisions, and facilitate shareholders' supervision over the company's operation and distribution, The company has formulated the shareholders' dividend return plan for the Crown Advanced Material Co.Ltd(688560) next three years (2022-2024) (hereinafter referred to as the "plan"), with the specific contents as follows:
(I) formulation principle of the plan
The formulation of this plan shall comply with the provisions of relevant laws and regulations and the articles of association, pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. While complying with relevant laws and regulations and the articles of association, determine a reasonable profit distribution plan and maintain the continuity and stability of profit distribution policy.
(II) factors considered by the company in formulating this plan
Based on the comprehensive analysis of the company's profitability, business development plan, shareholder return, social capital cost and external financing environment, the plan is 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, balancing the reasonable investment return of shareholders and the long-term development of the company, and establishing a sustainable, stable and scientific return mechanism. On the premise of ensuring the normal operation and development of the company, actively repay investors and establish a good corporate image.
(III) specific shareholder return plan of the company in the next three years (2022-2024)
1. Profit distribution mode
The company will distribute dividends in cash, shares or a combination of cash and shares. If the company has the conditions for cash dividends, it shall give priority to cash dividends for profit distribution.
2. Time interval of profit distribution
Under the condition of meeting the conditions of cash dividend, the company will pay cash dividend once a year in principle. The board of directors of the company can propose the company to pay medium-term cash dividend according to the company's profitability and capital demand.
3. Conditions and proportion of cash dividends
If the company makes profits in the current year, has distributable profits after making up losses, withdrawing legal reserve and surplus reserve according to law, and has sufficient cash flow, the implementation of cash dividends will not affect the continuous operation of the company, the company shall make cash dividends; The profit distribution of the company shall not exceed the scope of accumulated distributable profits. If there is no major investment plan or major cash expenditure, the profit distributed in cash in a single year shall not be less than 10% of the distributable profits realized in that year.
"Major investment plan or major cash expenditure" refers to one of the following situations: ① 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 50% of the company's latest audited net assets and exceeds 30 million yuan; ② In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 30% of the company's latest audited total assets. Major investment plans or major cash expenditures that meet the above conditions must be reviewed by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
4. Differentiated cash dividend policy
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, when making profit distribution, The proportion of cash dividends in this profit distribution shall be at least 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% 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%.
5. Distribution conditions of stock dividends
When the company is in good operating condition, the operating income is growing rapidly, and the board of directors of the company believes that the stock price does not match the size of the share capital, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the board of directors of the company may propose a profit distribution plan for the distribution of stock dividends and submit it to the general meeting of shareholders for deliberation. Where stock dividends are used for profit distribution, the board of directors of the company shall comprehensively consider the growth of the company and the dilution of net assets per share to formulate the distribution plan. 6. Decision making procedure of profit distribution
(1) The company's profit distribution plan shall be proposed and formulated by the company's management and the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand, and shareholder return plan. The board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, the conditions for adjustment and the requirements of decision-making procedures, and submit them to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. The independent directors and the board of supervisors shall express clear opinions on the profit distribution plan and make public disclosure. 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) When considering the profit distribution plan, the general meeting of shareholders shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to providing online voting, inviting minority shareholders to attend the meeting, telephone, email, investor relations management interactive platform, etc.), and fully listen to the opinions and demands of minority shareholders, And timely reply to the concerns of minority shareholders.
(3) The company will carefully demonstrate the adjustment of the profit distribution policy according to the changes in the actual situation of production and operation, capital demand and long-term development. The adjusted profit distribution policy shall be based on the principle of safeguarding shareholders' rights and interests and shall not violate the relevant provisions of the CSRC and the stock exchange; In addition, the proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and can be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company. This matter must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary.
(4) The board of supervisors shall supervise the implementation of the company's profit distribution policy and shareholders' dividend return plan by the board of directors and management, as well as whether the corresponding decision-making procedures and information disclosure are implemented.
(IV) formulation cycle and adjustment mechanism of shareholder return plan
The company shall review the shareholder dividend return plan at least once every three years to ensure that the content of the shareholder dividend return plan does not violate the provisions of relevant laws, regulations, normative documents and the articles of association.
If the company really needs to adjust or change the profit distribution policy and shareholder dividend return plan according to the needs of production and operation, investment planning and long-term development, the adjusted or changed profit distribution policy and shareholder dividend return plan shall not violate the relevant laws, regulations, normative documents and the relevant provisions of the articles of Association; The proposal on adjusting or changing the profit distribution policy and the dividend return plan of shareholders shall be discussed in detail by the board of directors, and the opinions of the board of supervisors and public investors shall be fully considered. The proposal shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors of the company. Independent directors shall express independent opinions, and the deliberation of the general meeting of shareholders shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. When the general meeting of shareholders deliberates on the change of profit distribution policy and shareholder dividend return plan, it shall provide online voting or other means to facilitate the participation of public shareholders in the general meeting of shareholders.
(V) others
The shareholders' dividend return plan shall be interpreted by the board of directors and shall come into force after being deliberated and approved by the general meeting of shareholders.
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, rules, normative documents and the articles of association.
Crown Advanced Material Co.Ltd(688560) board of directors
January 25, 2022
