视频豆奶

Corporate shareholder return rules

Guangdong Shunwei Precision Plastics Co., Ltd

Dividend return planning for the next three years (2020-2022)

In order to protect the rights of the company's shareholders such as asset income, 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 matters, further refine the provisions on the profit distribution policy in the articles of association of Guangdong Shunwei Precision Plastics Co., Ltd. (hereinafter referred to as the "articles of association"), and increase the transparency and operability of the decision-making of profit distribution, It is convenient for investors to supervise the company's operation and profit distribution, and guide investors to establish the concept of long-term investment and rational investment   three   According to the regulations of "cash dividends of listed companies", the dividend return plan of Guangdong Shunwei Precision Plastics Co., Ltd. for the next three years (2020-2022) (hereinafter referred to as "the plan" or "the plan") is hereby formulated, and the specific contents are as follows:

1、 Planning considerations

The company will focus on long-term and sustainable development, and establish a sustainable, stable and scientific return planning and mechanism for investors based on comprehensive consideration of the company's actual business situation, development objectives, shareholders' requirements and wishes, especially the reasonable return needs of small and medium-sized investors, external financing environment of the company, and social capital cost, In order to maintain the continuity and stability of the company's profit distribution policy in the future.

2、 Planning principles

The company implements a sustained and stable profit distribution policy, attaches importance to the reasonable return on investment to investors and takes into account the sustainable development of the company. The company's shareholders' dividend return planning fully considers and listens to the opinions of shareholders (especially public investors and small and medium-sized investors), independent directors and supervisors. On the premise of ensuring the normal business development of the company, it adheres to the basic principle of cash dividends as the main principle, and the annual cash dividends shall not be less than 30% of the profits available for distribution in the current year. Under the condition of ensuring the minimum cash dividend ratio, the company is in good operating condition, and the board of Directors considers that the stock price of the company does not match the scale of the company's share capital, and the distribution of stock dividend is beneficial to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of ensuring the minimum cash dividend ratio.

3、 Specific planning of dividend return of the company in 2020-2022

(1) Specific policy of profit distribution

1. Form of profit distribution: the company will distribute the profits after fully reserving legal and arbitrary accumulation funds. The company may distribute dividends in the form of cash, stocks or a combination of cash and stocks. When the company distributes dividends, the cash dividend is preferred. Under the condition of meeting the capital demand of the company's normal operation, the company will actively adopt the cash dividend method for profit distribution.

The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's ability to continue as a going concern and the proportion of cash dividends.

2. Conditions and proportion of cash dividends

Under the premise that the company's current year's profit and accumulated undistributed profit are positive and the company can continue to operate and develop for a long time, if the company has no major investment plan or major cash expenditure arrangement, the company shall give priority to cash distribution of dividends.

Major investment plan and major cash expenditure refer to the company's planned external investment, asset acquisition or equipment purchase in the next 12 months, which exceeds 30% of the company's latest audited net assets in the consolidated statements, or the net cash flow generated from operating activities in the current year is negative.

The annual profit distributed by the company in cash shall not be less than 30% of the distributable profit realized in the current year. The specific dividend proportion of each year shall be proposed by the board of directors according to the company's annual profit status and future fund utilization plan, and submitted to the general meeting of shareholders for deliberation after deliberation in accordance with the decision-making procedures specified in the articles of association and the plan.

The company shall comprehensively consider the industry characteristics, development stage, its own business model, profit level and whether there are major capital expenditure arrangements and other factors, distinguish the following situations, and put forward differentiated cash dividend policies according to 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, the proportion of cash dividends in the profit distribution should be at least 80%;

(2) If the development stage of the company is mature and there are significant capital expenditure arrangements, the proportion of cash dividends in the profit distribution should be at least 40%;

(3) If the development stage of the company is in the growth period and there are significant capital expenditure arrangements, the proportion of cash dividends in the profit distribution should be at least 20%;

If it is not easy to distinguish the development stages of the company, but there are significant capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.  

3. Conditions of stock dividend distribution

Under the condition of ensuring the minimum cash dividend ratio, if the company's operation is in good condition, and the board of Directors considers that the company's stock price does not match the scale of the company's share capital, and the distribution of stock dividend is beneficial to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of ensuring the minimum cash dividend ratio.

4. Profit distribution interval

Under the condition of satisfying the profit distribution, the company will distribute the profit once a year. The company can make interim dividend according to the profit situation and capital demand. The specific form and distribution proportion shall be formulated by the board of directors according to the company's operation status and relevant regulations, and submitted to the general meeting of shareholders for deliberation and decision.

(2) Decision making mechanism of profit distribution

1. Formulation of profit distribution plan

The management and the board of directors of the company shall put forward reasonable dividend proposals and plans in combination with the company's profitability, capital demand and shareholder return planning. In the process of demonstrating the profit distribution plan, the board of directors of the company shall fully discuss with the independent directors and supervisors, according to the company's profit situation, capital demand and shareholders' return planning, and in combination with the relevant provisions of the articles of association, and through various channels, fully listen to the opinions of small and medium-sized shareholders, and consider the continuous, stable, stable and sustainable development of all shareholders Make profit distribution plan on the basis of scientific return.

2. Decision making procedure of profit distribution plan

When the board of directors deliberates the profit distribution plan, it shall be approved by more than half of all the directors and more than half of the independent directors.

The board of supervisors shall review the specific profit distribution plan formulated by the board of directors, which shall be approved by more than half of all supervisors of the board of supervisors.

The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws and regulations and the articles of association. The board of directors, independent directors and shareholders meeting relevant requirements may solicit their voting rights at the general meeting of shareholders from the public shareholders of the company before the convening of the general meeting of shareholders, and the independent directors shall obtain the consent of more than half of all the independent directors to exercise the above functions and powers.

(3) Supervision mechanism of profit distribution

When the board of directors deliberates the profit distribution plan, the independent directors shall express their independent opinions on the specific profit distribution plan.

The board of supervisors shall supervise the implementation of the company's dividend policy and shareholder return plan by the board of directors and the management and the decision-making procedures.

Before the shareholders' meeting deliberates on the specific cash dividend plan, it shall fully listen to the opinions and demands of the minority shareholders through various channels (telephone, fax, e-mail, and interactive platform for investor relations), and promptly respond to the concerns of small and medium-sized shareholders.

If the cash dividend conditions are met in the current year, if the board of directors does not propose a cash profit distribution plan, the reasons shall be disclosed in the periodic report, and the independent directors shall express their independent opinions on this. At the same time, the company should provide shareholders with online voting system for shareholders' meeting in addition to on-site voting.

(4) Implementation of profit distribution plan

After the general meeting of shareholders makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within two months after the general meeting of shareholders is held.

4、 Adjustment of profit distribution policy

If the company needs to adjust the profit distribution policy according to the needs of production and operation, investment planning and long-term development, the adjusted profit distribution policy shall not violate the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. The proposal on adjusting profit distribution shall be submitted to the board of directors and the board of supervisors for deliberation and approval by more than half of all directors Only with the consent of more than half of the independent directors and more than half of all the supervisors of the board of supervisors can they be submitted to the general meeting of shareholders of the company for deliberation, and the independent directors shall express their independent opinions on the adjustment of the profit distribution policy. The proposal on adjusting the profit distribution policy shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. At the same time, the online voting system of the general meeting of shareholders shall be provided to the shareholders for online voting.

5、 Information disclosure of profit distribution

The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, indicating whether it conforms to the provisions of the articles of association or the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors fulfill their duties and play their due roles, Whether the minority shareholders have the opportunity to fully express their opinions and demands, whether the legitimate rights and interests of the minority shareholders are fully protected. If the cash dividend policy is adjusted or changed, the conditions and procedures of the adjustment or change shall be explained in detail, such as compliance and transparency.

If the conditions for cash dividends are met in the current year, if the board of directors of the company fails to make a cash distribution plan, it shall disclose the reasons and the purpose of the funds not used for dividends to be retained in the company in the periodic report, and the independent directors shall express their independent opinions and publicly disclose them.

6、 The development cycle of dividend return planning

The plan of dividend return shall be proposed by the board of directors of the company and submitted to the general meeting of shareholders for deliberation. The independent directors of the company shall review and give independent opinions on the dividend return plan, and the board of supervisors shall review the dividend return plan and give audit opinions.

In principle, the board of directors should ensure that the plan is reviewed once every three years, and make appropriate and necessary adjustments to the profit distribution policy being implemented by the company according to the company's current situation and the opinions of shareholders, especially the public shareholders, independent directors and supervisors, so as to clarify the corresponding annual return plan for shareholders, To ensure that the contents of the planning proposed to be modified do not violate the profit distribution policy set out in the articles of association.

This plan shall be formulated and interpreted by the board of directors of the company, and shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to the amendment.

 

                                    Board of directors of Guangdong Shunwei Precision Plastics Co., Ltd

April 24, 2020


Guangdong Shunwei Precision Plastics Co., Ltd
Address: No.6, Keyuan 1st Road, Shunde (Ronggui) high tech Development Zone, Foshan City, Guangdong Province
Tel. + 86-0757-28386388