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Profit distribution policy and shareholder return plan for the next three years (2014-2016)

发布日期:2016-08-05 14:37
   In order to improve and perfect the scientific, continuous and stable dividend decision-making and supervision mechanism of Huizhou Zhongjing Electronic Technology Co., Ltd. (hereinafter referred to as "the Company"), actively return to shareholders, and guide shareholders to establish the concept of long-term investment and rational investment, in accordance with the Notice on Further Implementing Cash Dividends of Listed Companies issued by the CSRC The Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies and the Articles of Association of Huizhou Zhongjing Electronic Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions, formulate the company's profit distribution policy and the shareholders' return plan for the next three years (2014-2016):

   1、 Profit distribution policy
  The Company shall pay attention to the reasonable requirements and opinions of shareholders, especially small and medium-sized shareholders, realize reasonable return on investment to shareholders and give consideration to the sustainable development of the Company, establish a sustainable, stable and positive dividend policy, and distribute profits in cash, stocks, cash and stocks or other ways permitted by laws and regulations. If the conditions for cash dividend are met, the Company shall give priority to the dividend policy of cash dividend, That is, the Company realized profits in the current year and paid cash dividends after withdrawing the statutory reserve fund and surplus reserve fund according to law. The Company shall comply with the following provisions when implementing profit distribution:

   (1) Dividend distribution order
   1. When distributing the after tax profits of the current year, the Company shall draw 10% of the profits as the Company's statutory reserve fund. If the accumulated amount of the Company's statutory reserve fund is more than 50% of the Company's registered capital, it may no longer be drawn;
   2. If the Company's statutory reserve fund is not sufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is drawn in accordance with the provisions of the preceding paragraph;
   3. After the Company withdraws the statutory common reserve from the after tax profits, it can also withdraw the discretionary common reserve from the after tax profits upon the resolution of the shareholders' meeting;
   4. The remaining after tax profits of the Company after making up the losses and withdrawing the reserve fund shall be distributed according to the proportion of shares held by the shareholders, except for those not distributed according to the proportion of shares as stipulated in the Articles of Association;
   5. If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and draws statutory reserve fund, shareholders must return the profits distributed in violation of the provisions to the company;
   6. The profit distribution of the Company shall not exceed the scope of the accumulated distributable profits, and shall not damage the Company's ability to continue operations;
   7. The shares of the Company held by the Company shall not participate in the distribution of profits;
   8. If the Company has a low annual operating profit (low profit means that the annual after tax profit is less than 6 million yuan) or if the Company has a major investment plan and other major cash expenditure events (except for the project of raised funds), it may not pay dividends. Major investment plans and other major cash disbursements refer to the Company's planned external investment, asset acquisition or equipment purchase in the next 12 months, with the accumulated expenditure reaching or exceeding 10% of the Company's latest audited total assets, and exceeding 30 million yuan. 

   2. Provisions on dividend ratio
   1. The Company shall maintain the continuity and stability of the profit distribution policy, and 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.
The Board of Directors of the Company shall comprehensively consider the characteristics of the industry, development stage, business model, profitability and whether there is a major capital expenditure arrangement (except for the raised capital project) and other factors, distinguish the following situations, and propose 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 should be at least 80%;
   (2) If the company is in a mature stage of development and has major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should be at least 40%;
   (3) If the company is in a growth stage and has major capital expenditure arrangements, the proportion of cash dividends in the profit distribution should be at least 20%.
   2. The undistributed distributable profits of the current year can be reserved for distribution in the next year. The Board of Directors shall explain the use plan of retained undistributed profits in the profit distribution plan, and the independent directors shall express their independent opinions; 

   3. Profit distribution interval
   Under the condition of making profits in the current year, the Company shall pay dividends at least once a year, and the Board of Directors may propose the Company to pay interim dividends according to the Company's operating conditions. 

   4. Conditions for stock dividend
   The Company can distribute stock dividends on the premise of ensuring the minimum cash dividend ratio, reasonable capital stock size and equity structure of the Company according to the annual profitability and cash flow.
When the statutory reserve fund is converted to share capital, the remaining amount of the reserve fund shall not be less than 25% of the registered capital of the Company before the conversion. 

   5. Decision making procedure of profit distribution policy
   1. For the annual dividend distribution plan of the Company, the Board of Directors of the Company shall propose a dividend plan according to the Company's profitability, capital demand and shareholder return plan in each fiscal year. Independent directors shall independently express their opinions on the dividend plan. After the shareholders' meeting of the Company makes a resolution on the profit distribution plan according to law, the Board of Directors of the Company shall complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting is held;
   2. The Board of Directors may propose a plan for the distribution of interim dividends or special dividends, provided that the provisions of national laws, regulations and the Articles of Association are complied with. After the shareholders' meeting of the Company makes a resolution on the profit distribution plan, the Board of Directors must complete the distribution of stock profits (or shares) within 2 months after the shareholders' meeting is held;
   3. 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 decision-making process, and review the profit distribution policy and shareholder return plan formulated or modified by the Board of Directors, which shall be approved by more than half of the supervisors;
   4. When the general meeting of shareholders deliberates the profit distribution plan, the company should actively communicate and exchange with independent directors and small and medium-sized shareholders through various channels, fully listen to the opinions and appeals of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders;
   5. If the Company makes profits in the accounting year but the Board of Directors has not proposed a cash dividend plan, the Company shall disclose the reasons in the annual report, and the independent directors shall express their independent opinions on this. In addition to the on-site meeting, the Company shall also provide the shareholders with a voting platform in the form of network;
   6. The formulation or modification of the Company's profit distribution policy shall be proposed by the Board of Directors to the General Meeting of Shareholders, and independent directors shall express independent opinions on the formulation or modification of the profit distribution policy;
   7. When the formulation or modification of the Company's profit distribution policy is submitted to the General Meeting of Shareholders for deliberation, it shall be approved by more than half of the voting rights held by shareholders (including shareholders' agents) attending the General Meeting of Shareholders; If the cash dividend policy determined in the Articles of Association is adjusted or changed, it shall meet the conditions specified in the Articles of Association, perform the corresponding decision-making procedures after demonstration, and be approved by more than two-thirds of the voting rights of shareholders attending the shareholders' meeting;
   8. The Board of Directors shall explain the retained undistributed profit utilization plan in the profit distribution plan, and the independent directors shall express their independent opinions;
   9. If the Company needs to adjust the dividend policy and shareholder return plan due to significant changes in the external business environment or its own business conditions, it shall take the protection of shareholders' rights and interests as the starting point, demonstrate and explain the reasons in detail, and the Board of Directors shall submit them to the General Meeting of Shareholders for review and approval; The Board of Supervisors shall review the shareholder return plan formulated or modified by the Board of Directors, which shall be approved by more than half of the supervisors, and shall supervise the implementation of the shareholder return plan.
   10. The Company shall take every three years as a cycle to formulate the shareholder return plan within the cycle. 

   6. Use of undistributed profits
   The undistributed profits of the Company shall be used for the development of main business, mainly to supplement operating working capital and fixed asset investment. 

   2、 Shareholder return plan for the next three years (2014-2016) 
   The sustainable development of the Company requires the strong support of shareholders, so the Company will attach great importance to the reasonable return on investment of shareholders while focusing on its own development. Taking into account the Company's profitability, business development planning, shareholder returns, social capital costs, external financing environment and other factors, the Board of Directors of the Company has formulated the following plan for shareholder returns in the next three years (2014-2016): 

   (1) Factors considered by the Company in formulating shareholder return plan 
   The formulation of the Company's shareholder return plan for the next three years is mainly based on the following factors: the Company focuses on long-term and sustainable development, comprehensively considers the Company's actual situation and development goals, and establishes a sustainable, stable and scientific return plan and mechanism for shareholders, so as to make institutional arrangements for profit distribution to ensure the continuity and stability of the profit distribution policy. 

   (2) Principles for formulating shareholder return plan
The shareholders' return plan of the Company fully considers and listens to the opinions of shareholders (especially public shareholders), independent directors and supervisors, adheres to the basic principle of giving priority to cash dividends, and the profits distributed in cash every year are not less than 20% of the profits available for distribution in the current year. 

   (3) The Company's specific shareholder return plan for the next three years (2014-2016)
   1. The Company may distribute dividends in cash, stock or a combination of cash and stock. The Board of Directors of the Company may propose the Company to make interim cash distribution according to the Company's capital demand.
   2. According to the Company Law and other relevant laws and regulations as well as the Articles of Association, after the Company has fully withdrawn the statutory reserve fund and discretionary reserve fund, the profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year. 
   3. On the premise of ensuring the full cash dividend distribution, the Company may separately adopt the method of stock dividend distribution for profit distribution. 
   4. At the end of each fiscal year, the Board of Directors of the Company shall propose a dividend proposal and submit it to the General Meeting of Shareholders for voting.
   5. The dividend issue of the Company is subject to the suggestions and supervision of all shareholders, independent directors and supervisors. 

   (4) Formulation cycle and relevant decision-making mechanism of future shareholder return plan
   1. The Company shall review the shareholders' return plan for the next three years at least every three years, and make appropriate modifications to the dividend distribution policy being implemented by the Company according to the opinions of shareholders (especially public shareholders), independent directors and supervisors to determine the shareholders' return plan for this period. 

   2. The Board of Directors of the Company shall, in combination with specific operating data, fully consider the Company's profit scale, cash flow, development stage and current capital demand, and in combination with the opinions of shareholders (especially public shareholders), independent directors and supervisors, formulate annual or interim dividend plans, which shall be implemented after being voted by the Company's shareholders' meeting. 

   (5) The shareholders' return plan shall be formulated by the Board of Directors of the Company and shall come into force as of the date of deliberation and approval by the General Meeting of Shareholders of the Company. 

Board of Directors of Huizhou Zhongjing Electronic Technology Co., Ltd
May 20, 2014
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Profit distribution policy and shareholder return plan for the next three years (2014-2016)

发布日期:2016-08-05 14:37
   In order to improve and perfect the scientific, continuous and stable dividend decision-making and supervision mechanism of Huizhou Zhongjing Electronic Technology Co., Ltd. (hereinafter referred to as "the Company"), actively return to shareholders, and guide shareholders to establish the concept of long-term investment and rational investment, in accordance with the Notice on Further Implementing Cash Dividends of Listed Companies issued by the CSRC The Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies and the Articles of Association of Huizhou Zhongjing Electronic Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions, formulate the company's profit distribution policy and the shareholders' return plan for the next three years (2014-2016):

   1、 Profit distribution policy
  The Company shall pay attention to the reasonable requirements and opinions of shareholders, especially small and medium-sized shareholders, realize reasonable return on investment to shareholders and give consideration to the sustainable development of the Company, establish a sustainable, stable and positive dividend policy, and distribute profits in cash, stocks, cash and stocks or other ways permitted by laws and regulations. If the conditions for cash dividend are met, the Company shall give priority to the dividend policy of cash dividend, That is, the Company realized profits in the current year and paid cash dividends after withdrawing the statutory reserve fund and surplus reserve fund according to law. The Company shall comply with the following provisions when implementing profit distribution:

   (1) Dividend distribution order
   1. When distributing the after tax profits of the current year, the Company shall draw 10% of the profits as the Company's statutory reserve fund. If the accumulated amount of the Company's statutory reserve fund is more than 50% of the Company's registered capital, it may no longer be drawn;
   2. If the Company's statutory reserve fund is not sufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is drawn in accordance with the provisions of the preceding paragraph;
   3. After the Company withdraws the statutory common reserve from the after tax profits, it can also withdraw the discretionary common reserve from the after tax profits upon the resolution of the shareholders' meeting;
   4. The remaining after tax profits of the Company after making up the losses and withdrawing the reserve fund shall be distributed according to the proportion of shares held by the shareholders, except for those not distributed according to the proportion of shares as stipulated in the Articles of Association;
   5. If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and draws statutory reserve fund, shareholders must return the profits distributed in violation of the provisions to the company;
   6. The profit distribution of the Company shall not exceed the scope of the accumulated distributable profits, and shall not damage the Company's ability to continue operations;
   7. The shares of the Company held by the Company shall not participate in the distribution of profits;
   8. If the Company has a low annual operating profit (low profit means that the annual after tax profit is less than 6 million yuan) or if the Company has a major investment plan and other major cash expenditure events (except for the project of raised funds), it may not pay dividends. Major investment plans and other major cash disbursements refer to the Company's planned external investment, asset acquisition or equipment purchase in the next 12 months, with the accumulated expenditure reaching or exceeding 10% of the Company's latest audited total assets, and exceeding 30 million yuan. 

   2. Provisions on dividend ratio
   1. The Company shall maintain the continuity and stability of the profit distribution policy, and 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.
The Board of Directors of the Company shall comprehensively consider the characteristics of the industry, development stage, business model, profitability and whether there is a major capital expenditure arrangement (except for the raised capital project) and other factors, distinguish the following situations, and propose 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 should be at least 80%;
   (2) If the company is in a mature stage of development and has major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should be at least 40%;
   (3) If the company is in a growth stage and has major capital expenditure arrangements, the proportion of cash dividends in the profit distribution should be at least 20%.
   2. The undistributed distributable profits of the current year can be reserved for distribution in the next year. The Board of Directors shall explain the use plan of retained undistributed profits in the profit distribution plan, and the independent directors shall express their independent opinions; 

   3. Profit distribution interval
   Under the condition of making profits in the current year, the Company shall pay dividends at least once a year, and the Board of Directors may propose the Company to pay interim dividends according to the Company's operating conditions. 

   4. Conditions for stock dividend
   The Company can distribute stock dividends on the premise of ensuring the minimum cash dividend ratio, reasonable capital stock size and equity structure of the Company according to the annual profitability and cash flow.
When the statutory reserve fund is converted to share capital, the remaining amount of the reserve fund shall not be less than 25% of the registered capital of the Company before the conversion. 

   5. Decision making procedure of profit distribution policy
   1. For the annual dividend distribution plan of the Company, the Board of Directors of the Company shall propose a dividend plan according to the Company's profitability, capital demand and shareholder return plan in each fiscal year. Independent directors shall independently express their opinions on the dividend plan. After the shareholders' meeting of the Company makes a resolution on the profit distribution plan according to law, the Board of Directors of the Company shall complete the distribution of dividends (or shares) within 2 months after the shareholders' meeting is held;
   2. The Board of Directors may propose a plan for the distribution of interim dividends or special dividends, provided that the provisions of national laws, regulations and the Articles of Association are complied with. After the shareholders' meeting of the Company makes a resolution on the profit distribution plan, the Board of Directors must complete the distribution of stock profits (or shares) within 2 months after the shareholders' meeting is held;
   3. 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 decision-making process, and review the profit distribution policy and shareholder return plan formulated or modified by the Board of Directors, which shall be approved by more than half of the supervisors;
   4. When the general meeting of shareholders deliberates the profit distribution plan, the company should actively communicate and exchange with independent directors and small and medium-sized shareholders through various channels, fully listen to the opinions and appeals of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders;
   5. If the Company makes profits in the accounting year but the Board of Directors has not proposed a cash dividend plan, the Company shall disclose the reasons in the annual report, and the independent directors shall express their independent opinions on this. In addition to the on-site meeting, the Company shall also provide the shareholders with a voting platform in the form of network;
   6. The formulation or modification of the Company's profit distribution policy shall be proposed by the Board of Directors to the General Meeting of Shareholders, and independent directors shall express independent opinions on the formulation or modification of the profit distribution policy;
   7. When the formulation or modification of the Company's profit distribution policy is submitted to the General Meeting of Shareholders for deliberation, it shall be approved by more than half of the voting rights held by shareholders (including shareholders' agents) attending the General Meeting of Shareholders; If the cash dividend policy determined in the Articles of Association is adjusted or changed, it shall meet the conditions specified in the Articles of Association, perform the corresponding decision-making procedures after demonstration, and be approved by more than two-thirds of the voting rights of shareholders attending the shareholders' meeting;
   8. The Board of Directors shall explain the retained undistributed profit utilization plan in the profit distribution plan, and the independent directors shall express their independent opinions;
   9. If the Company needs to adjust the dividend policy and shareholder return plan due to significant changes in the external business environment or its own business conditions, it shall take the protection of shareholders' rights and interests as the starting point, demonstrate and explain the reasons in detail, and the Board of Directors shall submit them to the General Meeting of Shareholders for review and approval; The Board of Supervisors shall review the shareholder return plan formulated or modified by the Board of Directors, which shall be approved by more than half of the supervisors, and shall supervise the implementation of the shareholder return plan.
   10. The Company shall take every three years as a cycle to formulate the shareholder return plan within the cycle. 

   6. Use of undistributed profits
   The undistributed profits of the Company shall be used for the development of main business, mainly to supplement operating working capital and fixed asset investment. 

   2、 Shareholder return plan for the next three years (2014-2016) 
   The sustainable development of the Company requires the strong support of shareholders, so the Company will attach great importance to the reasonable return on investment of shareholders while focusing on its own development. Taking into account the Company's profitability, business development planning, shareholder returns, social capital costs, external financing environment and other factors, the Board of Directors of the Company has formulated the following plan for shareholder returns in the next three years (2014-2016): 

   (1) Factors considered by the Company in formulating shareholder return plan 
   The formulation of the Company's shareholder return plan for the next three years is mainly based on the following factors: the Company focuses on long-term and sustainable development, comprehensively considers the Company's actual situation and development goals, and establishes a sustainable, stable and scientific return plan and mechanism for shareholders, so as to make institutional arrangements for profit distribution to ensure the continuity and stability of the profit distribution policy. 

   (2) Principles for formulating shareholder return plan
The shareholders' return plan of the Company fully considers and listens to the opinions of shareholders (especially public shareholders), independent directors and supervisors, adheres to the basic principle of giving priority to cash dividends, and the profits distributed in cash every year are not less than 20% of the profits available for distribution in the current year. 

   (3) The Company's specific shareholder return plan for the next three years (2014-2016)
   1. The Company may distribute dividends in cash, stock or a combination of cash and stock. The Board of Directors of the Company may propose the Company to make interim cash distribution according to the Company's capital demand.
   2. According to the Company Law and other relevant laws and regulations as well as the Articles of Association, after the Company has fully withdrawn the statutory reserve fund and discretionary reserve fund, the profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year. 
   3. On the premise of ensuring the full cash dividend distribution, the Company may separately adopt the method of stock dividend distribution for profit distribution. 
   4. At the end of each fiscal year, the Board of Directors of the Company shall propose a dividend proposal and submit it to the General Meeting of Shareholders for voting.
   5. The dividend issue of the Company is subject to the suggestions and supervision of all shareholders, independent directors and supervisors. 

   (4) Formulation cycle and relevant decision-making mechanism of future shareholder return plan
   1. The Company shall review the shareholders' return plan for the next three years at least every three years, and make appropriate modifications to the dividend distribution policy being implemented by the Company according to the opinions of shareholders (especially public shareholders), independent directors and supervisors to determine the shareholders' return plan for this period. 

   2. The Board of Directors of the Company shall, in combination with specific operating data, fully consider the Company's profit scale, cash flow, development stage and current capital demand, and in combination with the opinions of shareholders (especially public shareholders), independent directors and supervisors, formulate annual or interim dividend plans, which shall be implemented after being voted by the Company's shareholders' meeting. 

   (5) The shareholders' return plan shall be formulated by the Board of Directors of the Company and shall come into force as of the date of deliberation and approval by the General Meeting of Shareholders of the Company. 

Board of Directors of Huizhou Zhongjing Electronic Technology Co., Ltd
May 20, 2014
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