20 15-06- 12
S Pioneer: Shareholder Return Plan for the Next Three Years (20 14-20 16)
In order to further standardize and improve the profit distribution policy of Chengdu Qianfeng Electronics Co., Ltd. (hereinafter referred to as the company), enhance the transparency of profit distribution, ensure investors to share the company's development achievements, and guide investors to form a stable return expectation, according to the spirit of the Notice on Further Implementing Cash Dividends of Listed Companies issued by China Securities Regulatory Commission and the Guidelines on Cash Dividends of Listed Companies issued by Shanghai Stock Exchange, No.3 Supervision Guidelines for Listed Companies-Cash Dividends of Listed Companies and Articles of Association and other related documents, the company has formulated the next three years (20 14-20 16) in combination with the actual situation of the company.
First, formulate the basic principles of this plan.
(a) reasonable return to investors to ensure the sustainable development of the company;
(2) further enhance the transparency of the company's profit distribution, especially cash dividends, so that investors can form stable return expectations;
(3) Maintaining the continuity and stability of the profit distribution policy;
(4) Strictly abide by relevant laws and regulations and relevant provisions of the Articles of Association on profit distribution.
Second, the main considerations for formulating this plan
This plan is a profit distribution arrangement based on a comprehensive analysis of shareholders' return requirements and wishes, the company's development stage and planning, profitability, social capital cost and external financing environment, taking full account of the company's current and future profit scale, cash flow, capital demand for project investment, capital structure and financing capacity, and balancing shareholders' reasonable return on investment and the company's sustainable development capital demand.
Three. Specific shareholder return plan for the next three years (20 14-20 16)
From 20 14 to 20 16, the company distributes profits according to the Company Law and other relevant laws and the Articles of Association.
(1) The company's profit distribution plan is formulated by the board of directors on the premise of fully considering the company's profitability, capital demand and shareholder return planning; When formulating the concrete plan of cash dividend, we should carefully study and demonstrate the timing, conditions and minimum proportion, adjustment conditions and decision-making procedures of cash dividend. Independent directors of the company shall express clear opinions on the profit distribution plan.
If the company is profitable in the current year and the accumulated undistributed profit is positive, but the board of directors has not formulated a cash dividend plan, the company shall explain in the annual report the reasons for not paying cash dividends and the use of the funds retained by the company that are not used for cash dividends. Independent directors shall express their opinions.
(2) The board of directors of the company shall comprehensively consider the characteristics of the industry, the development stage, its own business model, the profit level and whether there are any major capital expenditure arrangements. , and put forward specific cash dividend policies according to the following situations: (1) If the company has a mature development stage and there is no major capital expenditure arrangement, the proportion of cash dividend in profit distribution should reach at least 80%; (2) If the company has a mature development stage and has major capital expenditure arrangements, the proportion of cash dividends in profit distribution should reach at least 40%; (3) If the company is in the growth stage and has major capital expenditure arrangements, cash dividends should account for at least 20% of the profit distribution. The development stage of the company is decided by the board of directors of the company according to the specific situation. If it is difficult to distinguish the development stages of the company, but there are major capital expenditure arrangements, it can be handled in accordance with these provisions.
(3) The company's profit distribution should pay attention to the reasonable return on investment to investors, and the profit distribution policy should maintain continuity and stability.
(4) Delivery conditions:
1. In the case that the net profit realized by the company in that year is positive, the accumulated undistributed profit in that year is positive, and there is no major investment plan or cash expenditure that affects the profit distribution, the company shall distribute the profit in cash, and the profit distributed in cash shall not be less than 10% of the distributable profit realized in that year. The accumulated profit distributed by cash in the last three years of the company shall not be less than 30% of the net profit attributable to the owner of the parent company in the annual consolidated statements realized in the last three years.
Major investment plan or cash expenditure refers to the company's major investment plan or major cash expenditure in the next 12 months (excluding investment projects with raised funds), that is, the accumulated expenditure on foreign investment, acquisition of assets or purchase of equipment reaches or exceeds 30% of the company's latest audited net assets and exceeds 50 million yuan.
2. The undistributed profit of the parent company's statement is negative, no cash dividend is paid, and the retained funds are used to make up for the losses of previous years.
(V) Distribution time: In principle, the company distributes profits on an annual basis and can distribute profits in the medium term.
(VI) Conditions for cash distribution: A company may distribute profits in cash, stock or a combination of cash and stock. The company will actively distribute profits in cash.
(VII) Conditions for stock dividends: The company shall distribute cash profits at least once a year unless it does not meet the conditions for profit distribution.
(8) According to the profitability and cash flow, the company may distribute profits in the form of shares in order to meet the needs of capital stock expansion or rationally adjust the capital stock scale and ownership structure.
(9) For the company's wholly-owned, holding and shareholding enterprises (non-listed companies), the company should urge them to distribute profits in time by exercising shareholders' rights, and the amount of profit distribution should meet the needs of the company's cash dividend plan for the current year:
1. For the wholly-owned enterprises under the company, the profit distribution plan is determined by the shareholders' decision;
2. For enterprises controlled by the company, give full play to the company's control over the enterprise, exercise the right to propose and vote through the establishment of decision-making bodies such as shareholders' meeting and board of directors, and decide its profit distribution plan;
3, for the company's shareholding enterprises, is a new enterprise, should be in the formulation of the articles of association of the new enterprise, clear the dividend level of the enterprise; If it is a going concern enterprise, it shall put forward a dividend proposal to the company's decision-making body before the annual board of directors and the annual general meeting of shareholders.
The company shall, through the implementation of the above measures, ensure that its wholly-owned, holding and shareholding enterprises pay cash dividends in time, ensure that the undistributed profits in the consolidated statements are positive, and that there are enough undistributed profits and cash flows in the parent company's statements for dividend distribution.
Fourth, the supervision of profit distribution.
The board of supervisors shall supervise the implementation of the cash dividend policy and shareholder return plan by the board of directors, and whether the corresponding decision-making procedures and information disclosure have been fulfilled. If it is found that the board of directors has any of the following circumstances, it shall express clear opinions and urge it to correct it in time:
(1) The cash dividend policy and shareholder return plan were not strictly implemented;
(2) Failure to strictly implement the corresponding cash dividend decision-making procedures;
(3) Failing to disclose the cash dividend policy and its implementation truthfully, accurately and completely.
Verb (abbreviation of verb) listens to the opinions of minority shareholders in the process of plan implementation.
(1) When formulating the profit distribution plan, the board of directors should actively communicate with shareholders, especially minority shareholders, through various channels, fully listen to their opinions and demands, answer their concerns in time, and fully discuss and communicate with minority shareholders on the profit distribution plan.
(2) When considering the profit distribution plan, the shareholders' general meeting should encourage small and medium shareholders to exercise the right of inquiry and answer their concerns in time.
(III) Under special circumstances, if the company can't determine the profit distribution plan for the current year according to the established cash dividend policy or the minimum cash dividend ratio, and the profit in the annual reporting period and accumulated undistributed profit are positive, and the total amount of cash dividends to be distributed (including cash dividends distributed in the interim) accounts for less than 30% of the net profit attributable to shareholders of the company in the current year, the company's chairman, independent directors, general manager, financial controller and other senior management personnel shall be on the base date from the disclosure of the annual report to the convening of the annual shareholders' meeting. If a performance conference is not held, a briefing meeting shall be held on the spot, on the Internet or in other effective ways to communicate and exchange with the media and shareholders, especially institutional investors and small and medium shareholders who hold shares in the company, and answer questions of concern to the media and shareholders in a timely manner.
VI. Planning cycle
The board of directors of the company shall reconsider the shareholder return plan at least once every three years, make appropriate and necessary revisions to the company's dividend distribution policy that will take effect immediately, and determine the shareholder return plan for this period. The board of directors of the company, in combination with specific operating data, fully considers the company's current profit scale, cash flow, development stage and current capital demand, and formulates annual or medium-term dividend plan.
Seven. Adjustment mechanism of this plan
If it is really necessary to adjust the profit distribution policy due to the company's production and operation conditions and long-term development needs, the starting point should be to protect the interests of shareholders. The adjusted profit distribution policy shall not violate the relevant laws and regulations, normative documents and the articles of association. The opinions of independent directors and the board of supervisors shall be sought in advance, and submitted to the shareholders' meeting for deliberation after being reviewed and approved by the board of directors. Independent directors shall express their independent opinions, which shall be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.
Eight. Matters not covered in this plan
This plan shall be implemented as of the date of deliberation and approval by the shareholders' meeting of the company, and matters not covered shall be implemented in accordance with relevant laws and regulations, normative documents and the Articles of Association.