Suntak Technology Co.Ltd(002815)
Shareholder return planning for the next three years (2022-2024)
In order to improve and perfect Suntak Technology Co.Ltd(002815) (hereinafter referred to as “the company”) continuous, stable and scientific dividend decision-making and supervision mechanism, 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 bonus of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission According to the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and other documents, in combination with the actual operation and development of the company, social capital cost, external financing environment and other factors, the board of directors of the company formulated the shareholder return plan for the next three years (2022-2024) (hereinafter referred to as “the plan”):
1、 Profit distribution principle
The profit distribution of the company shall pay full attention to the reasonable investment return to investors, and the profit distribution policy shall maintain continuity and stability, and adhere to the following principles:
1. The principle of distribution according to legal order;
2. The principle of not distributing profits to shareholders without making up losses;
3. The principle of the same shares, the same rights and the same interests;
4. The principle that the company’s shares held by the company shall not participate in the distribution of profits.
2、 Profit distribution form
The company may distribute profits in the form of cash, stock or a combination of cash and stock; The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
3、 Period interval of profit distribution
On the premise that the net profit attributable to the shareholders of the parent company in the current year is positive, the company shall make profit distribution at least once a year, and the board of directors may propose the company to make interim profit distribution according to the company’s profit and capital demand.
4、 Priority of profit distribution form
The company shall give priority to cash dividends for profit distribution when it has the conditions for cash dividends.
5、 Conditions for profit distribution
1. Proportion of cash dividends
Under the condition of meeting the capital needs of the company’s normal production and operation, if there is no significant adverse change in the company’s external business environment and operating conditions, the profit distributed by the company in cash every year shall not be less than 20% of the distributable profit realized in the current year.
2. Specific conditions for issuing stock dividends
The company is in good operating condition. The company can put forward a stock dividend distribution plan after meeting the above cash dividends.
If the company distributes profits by cash and stock dividends at the same time, under the condition of meeting the capital needs of the company’s normal production and operation, the company implements differentiated cash dividend policy:
(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 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. Profit distribution of wholly-owned or holding subsidiaries
The company shall timely exercise the rights of shareholders of wholly-owned or holding subsidiaries, and ensure that the subsidiaries implement the financial accounting system consistent with the company in accordance with the provisions of the articles of association of wholly-owned or holding subsidiaries; The annual cash dividends of subsidiaries shall not be less than 30% of the distributable profits realized in the current year, and ensure that the company has the ability to implement the cash dividend plan of the current year, and ensure that such dividends are paid to the company before the company pays dividends to shareholders. 6、 Review procedures for profit distribution
1. The profit distribution plan shall be reviewed and approved by the board of directors and the board of supervisors respectively before it can be submitted to the general meeting of shareholders for deliberation. When the board of directors deliberates the profit distribution plan, it must be approved by more than half of all directors and more than half of the independent directors of the company. When the board of supervisors deliberates the profit distribution plan, it must be approved by more than half of all supervisors.
2. When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than half of the voting rights held by the shareholders attending the general meeting of shareholders; When voting at the general meeting of shareholders, online voting methods shall be provided to shareholders. 3. When the company makes an adjustment to the use plan or principle of retained undistributed profits, it shall be re submitted to the board of directors, the board of supervisors and the general meeting of shareholders for approval in accordance with the above deliberation procedures, and the reasons for the adjustment shall be demonstrated and explained in detail in the relevant proposals, and the independent directors shall express their independent opinions on this.
4. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the dividend distribution within 2 months after the general meeting of shareholders is held.
7、 The research and demonstration procedures and decision-making mechanism of the board of directors, the board of supervisors and the general meeting of shareholders on the profit distribution policy
1. Before the publication of the periodic report, the board of directors of the company shall study and demonstrate the profit distribution plan on the premise of fully considering the company’s sustainable operation ability, ensuring the funds required for the normal operation and development of production and paying attention to the reasonable return on investment to investors. The independent directors shall express clear opinions when formulating the cash bonus plan.
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 formulating specific profit distribution plans, the board of directors of the company shall comply with the profit distribution policies stipulated in laws, regulations and the articles of Association; The profit distribution plan shall explain the use plan arrangement or principle of the retained undistributed profits of the current year, and the independent directors shall express independent opinions on the rationality of the profit distribution plan.
4. The board of directors of the company shall review and announce the profit distribution plan in the periodic report and submit it to the general meeting of shareholders for approval; If the board of directors of the company has not made a profit distribution plan for cash, it shall consult the opinions of independent directors and supervisors, and disclose the reasons in the periodic report, and the independent directors shall express independent opinions on this.
5. The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, supervisors and public investors in the process of relevant decision-making and demonstration.
8、 Adjustment of profit distribution policy
1. If the company needs to adjust its profit distribution policy due to major changes in the external business environment or its own business conditions, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
“Major changes in the external business environment or its own business conditions” refers to one of the following situations:
(1) The laws, regulations and industrial policies formulated by the state have changed significantly, and the company’s operating losses are not caused by the company’s own reasons;
(2) The occurrence of unforeseeable, unavoidable and insurmountable force majeure factors such as earthquake, typhoon, flood and war, which has a significant adverse impact on the company’s production and operation and leads to the company’s operating losses;
(3) After the company’s statutory reserve fund makes up for the losses of previous years, the net profit of the company in that year is still insufficient to make up for the losses of previous years;
(4) Other matters prescribed by the CSRC and the stock exchange.
2. In the process of adjusting the profit distribution policy, the board of directors of the company shall fully consider the opinions of independent directors, the board of supervisors and public investors. When the board of directors deliberates and adjusts the profit distribution policy, it must be approved by more than half of all directors and more than half of the independent directors of the company; When the board of supervisors considers the adjustment of profit distribution policy, it must be approved by more than half of all supervisors.
3. The adjustment of profit distribution policy shall be reviewed and approved by the board of directors and the board of supervisors respectively before it can be submitted to the general meeting of shareholders for deliberation. The company should take the protection of shareholders’ rights and interests as the starting point and demonstrate and explain the reasons in detail in the proposal of the shareholders’ meeting. When the general meeting of shareholders deliberates the adjustment of profit distribution policy, it must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
9、 Effectiveness and interpretation of the plan
1. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
2. 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. Suntak Technology Co.Ltd(002815)
Board of directors
January 27, 2002
