Proposals to 2023 Annual
General Meeting of Zhejiang Yongtai Technology Co.,
Ltd.
16 May 2024
Proposal 1: 2023 Work Report of the Board of
Directors
Dear shareholders,
In 2023, the Board of Directors
strictly followed the provisions of laws and regulations such as
the Company Law, as well
as the Articles of
Association and the Rules
of Procedure of the Board of Directors, in line with the
principles of being responsible to the Company and all
shareholders. We fulfilled our duties diligently, earnestly
implemented various resolutions passed by the general meeting of
shareholders, diligently and conscientiously carried out various
work, actively promoted corporate governance activities,
continuously improved the level of corporate governance, and fully
exerted the role of scientific decision-making and strategic
management, thus ensuring the Company's continuous, healthy, and
stable development. The following is the 2023 annual Board of
Directors work report of the Company:
I.
Operating Situation During the Reporting Period
In 2023, the Company's Board of
Directors and management team closely focused on the Company's
development strategy and operation and management objectives,
continuously improving the Company's governance level and operation
and management capabilities; continued to deepen the main business,
actively promote the construction of ongoing projects; developed
marketing business through multiple channels to promote
production-sales integration; strictly controlled product costs and
quality, and fully promoted cost reduction and efficiency
improvement for the enterprise. However, due to multiple factors
such as market demand being lower than expected, significant
fluctuations in raw material prices, and poor transmission of
product prices, the Company achieved a total operating income of
RMB 4,128 million in 2023, with a net loss attributable to
shareholders of listed companies of RMB 620 million.
II.
Daily Operations of the Board of Directors
1. Performance of the Board of
Directors
All directors of the Company have
fulfilled their duties diligently, keeping a close eye on the
Company's operational management information, financial status,
significant matters, and other aspects. For all proposals submitted
for review by the Board of Directors, they conduct thorough
discussions, offering valuable suggestions for the Company's
operational development. When making decisions, they fully consider
the interests and demands of small and medium shareholders,
effectively enhancing the scientific nature of the Board's
decisions and promoting the sustained, stable, and healthy
development of the Company's production and business
operations.
2. Performance of Director's
Duty
The directors of the Company
strictly followed the relevant regulations stipulated in the China
Securities Regulatory Commission's Measures for the Administration of
Independent Directors of Listed Companies and the Company's
Work System of Independent
Directors to diligently perform their duties, actively
participated in the work of various specialized committees of the
Board of Directors, carefully reviewed the relevant proposal
materials and made decisions, and expressed opinions on relevant
major issues. At the same time, they actively inspected the
Company's operation and management, major project construction, the
establishment and execution of internal control systems, the
Company's annual audit and annual report preparation work, as well
as fund transactions and connected transactions with controlling
shareholders and other related parties. They supervised the
implementation of the resolutions of the Board of Directors and put
forward constructive suggestions, playing their due role in
safeguarding the legitimate rights and interests of the Company and
all shareholders.
3. Board of Directors'
Meetings
During the Reporting Period, the
Company's Board of Directors held 8 meetings, reviewed and approved
the relevant matters, fulfilled the decision-making and management
responsibilities of the Board of Directors, and ensured the smooth
progress of the Company's various business activities through full
discussion and careful decision-making by the Board of
Directors.
4. Execution of the Resolutions of
the Shareholders' Meeting
In 2023, the Company's Board of
Directors organized and held a total of 3 shareholders' meetings.
The Company strictly followed relevant laws, regulations, the
"Articles of Association" and the "Rules of Procedure for the
General Meeting of Shareholders" to carefully implement the
decision-making procedures for major matters, implement the
decision-making principle of considering first and implementing
later, and strictly follow the resolutions and authorization of the
shareholders' meeting to carefully implement the various
resolutions adopted by the shareholders' meeting. There were no
major matters that had not been approved by the shareholders'
meeting, nor were there any cases of implementing first and
reviewing later.
5. The Performance of the
Specialized Committees of the Board of Directors and the
Specialized meeting for independent directors
The Board of Directors of the
Company has four specialized committees, including the Strategic
Committee, Audit Committee, Nomination Committee, and Remuneration
and Assessment Committee, as well as specialized meeting for
independent directors. In 2023, all specialized committees and
specialized meeting for independent directors operated according to
the rules and regulations of the specialized committees'
implementation details and the Work System of Independent Directors.
They conducted research on professional matters, put forward
opinions and suggestions, and provided decision-making references
for the Board of Directors.
6. Disclosure of Company
Information
In 2023, the Company's Board of
Directors strictly abided by the relevant regulations on
information disclosure, completed the disclosure of periodic
reports on time in accordance with the relevant regulations of the
China Securities Regulatory Commission and the Shenzhen Stock
Exchange, and released truthfully, accurately, completely, and
timely the meeting resolutions and other temporary announcements
based on the Company's actual situation. The board faithfully
fulfilled its obligation of information disclosure to ensure that
investors could understand the Company's major matters in time and
protect investors' interests to the greatest extent.
7. Investors' Relationship
Management
The Board of Directors of the
Company has established a securities investment department to keep
investors' relationship management well, coordinating information
communication and exchange between the Company, securities
regulatory agencies, securities service agencies, small and
medium-sized investors, media, etc. This has strengthened
investors' understanding of the Company, promoted positive
interaction between the Company and investors, continuously
improved the Company's investment value, and effectively protected
the interests of investors.
Proposal 2:2023 Work Report of the Board of
Supervisors
Dear shareholders,
In 2023, the Board of Supervisors
strictly followed the requirements of the Company Law, Articles of Association, Rules of Procedure for the Board of
Supervisors, and relevant laws and regulations to perform
its supervisory duties. It conducted comprehensive supervision of
the Company's decision-making procedures, operations and
management, financial situation, as well as the performance of
duties by directors and senior management personnel. The Board of
Supervisors effectively safeguarded the interests of the Company
and all shareholders.
I.
Work Situation of the Board of Supervisors During the Reporting
Period
(I) Attendance and participation in
meetings
1. During the Reporting Period, all
supervisors of the Board of Supervisors attended the Company's
Board of Directors meetings in accordance with the law, monitored
the convening and procedures of the Board of Directors, and
believed that the Board of Directors was able to earnestly
implement the resolutions of the shareholders' meeting. The
resolutions of the Board of Directors were in compliance with the
requirements of the Company
Law and other laws and regulations, as well as the
Articles of Association of
the Company, and there were no actions that harmed the interests of
the Company and all shareholders.
2. During the Reporting Period, all
supervisors of the Board of Supervisors attended all general
meetings of shareholders and expressed opinions on relevant
matters.
3. During the Reporting Period, the
Board of Supervisors held 3 meetings, and the convening and
procedures of each meeting were in compliance with the relevant
provisions of the Company
Law and the Articles of
Association of the Company.
(II) The Meetings of the Board of
Supervisors During the Reporting Period
1. The fourth meeting of the sixth
Board of Supervisors was held on April 25, 2023 in the Company's
meeting room through an on-site format. It reviewed and approved
eight motions, including the 2022
Work Report of the Board of Supervisors, 2022 Financial Final Accounts Report,
2022 Profit Distribution
Plan, 2022 Annual
Report and its abstract, 2022 Self-Evaluation Report on Internal
Control, Proposal on the
Remuneration Plan for Supervisors in 2022, "Proposal on No
Longer Adopting the "Rules of Procedure of the Board of Supervisors
of Zhejiang Yongtai Technology Co., Ltd. (Draft)" (Applicable after
Listing on the London Stock Exchange)", and First Quarter Report for
2023.
2. The fifth meeting of the sixth
Board of Supervisors was held on August 30, 2023 in the Company's
meeting room through an on-site format. It reviewed and approved
the Semi-Annual Report for 2023
and its Abstract.
3. The sixth meeting of the sixth
Board of Supervisors was held on October 27, 2023 in the Company's
meeting room through an on-site format. It reviewed and approved
the Third Quarter Report for
2023.
II.
The Supervisory Board's Audit Opinions on Relevant
Matters
In 2023, the Company's Board of
Supervisors strictly followed the relevant laws, regulations, and
the provisions of the Articles of
Association to carefully fulfill its
duties from the perspective of safeguarding the interests of the
Company and all shareholders. It supervised and inspected the
Company's legal operation, financial situation, evaluation report
of the Company's internal control, and other relevant matters, and
issued the following audit opinions:
(I) The Company's legal and
standardized operation. During the Reporting Period, the Company
was able to operate and manage in accordance with the laws and
regulations such as the Company
Law, Securities
Law, Code of Governance
for Listed Companies, and the provisions of the
Articles of
Association. The Company's corporate
governance structure is sound, and its internal control system is
complete. When fulfilling their duties, the Company's directors and
senior management personnel can comply with national laws,
regulations, and the Articles of
Association. There is no illegal or
damaging behavior to the Company's interests. In this regard, the
Supervisory Board expresses affirmation and hopes that directors
and senior management personnel can strictly abide by relevant laws
and regulations in the process of major decisions and management of
the Company, ensuring standardized operations in accordance with
the resolutions and authorizations of the shareholders' meeting and
the Board of Directors, and preventing behaviors that damage the
interests of the Company and small and medium-sized
shareholders.
(II) Inspection of the Company's
financial situation. During the Reporting Period, the Company was
able to execute according to the Accounting Standard for Business
Enterprises, Accounting
System for Business Enterprises, and the Company's relevant
financial management systems. The Supervisory Committee believes
that this year's financial report truly, accurately, and completely
reflects the Company's financial situation and operating
conditions. The BDO CHINA Shu Lun Pan
Certified Public Accountants LLP issued an
objective and fair audit opinion with no reservations for the
Company's 2023 annual financial report.
(III) Comments on the Company's
internal control evaluation report. The 2023 Annual Internal Control Evaluation
Report issued by the Board of Directors truly and
objectively reflects the establishment and operation of the
Company's internal control system. The Company has established a
relatively sound internal control system, formulated relatively
complete and reasonable internal control systems, and they have
been effectively implemented.
(IV) Opinions on related-party
transactions. During the Reporting Period, the Company did not have
any significant related-party transactions.
(V) The Supervisory Committee's
opinions on the acquisition and sale of assets. During the
Reporting Period, the Company did not have any significant
acquisitions or asset sales.
(VI) The Company's establishment and
implementation of the insider information informant management
system. During the Reporting Period, there were no cases of
insiders illegally trading the Company's stock due to violation of
the insider information informant management system. Neither the
Company nor its relevant personnel were subject to regulatory
measures or administrative penalties due to the implementation of
the insider information informant registration management system or
alleged insider trading.
(VII) The Company's information
disclosure management system. The Company has established the
Information Disclosure Management
System, which clearly defines relevant provisions for
information disclosure management from the scope, standards, and
responsibilities of information disclosure. All announcements
disclosed by the Company in 2023 have fulfilled the necessary
procedures in accordance with the relevant provisions of the
Information Disclosure Management
System. The announcements truly, accurately, and completely
reflect the Company's operating conditions, and there is no false
recording, misleading statements, or significant
omissions.
In 2024, the Board of Supervisors
will continue to strictly enforce the relevant provisions of the
Company Law, Securities Law and Articles of Association, and supervise
and inspect the daily performance of the Board of Directors and
senior management personnel according to law. The Board of
Supervisors will attend the general meeting of shareholders and the
board meeting as required, timely understand the financial
situation of the Company, know and supervise the legality and
compliance of major decision-making matters and their
implementation procedures, further enhance risk prevention
awareness, faithfully perform its duties, and promote the Company's
more standardized operation, so as to better maintain the interests
of the Company and shareholders.
Proposal 3:Final Account Report for the
Year 2023
To all Shareholders and
Shareholders' proxies,
In 2023, the Company's board of
directors and Management closely focus on the Company's development
strategy and business management targets, continuously improving
the Company's governance level and business management
capabilities. In 2023, the Company continued to deepen its main
business and actively promote the construction of ongoing projects;
developed marketing business through multiple channels and promoted
the integration of production and sales; strictly controlled
product costs and quality; and made every effort to promote cost
reduction and efficiency increase for the enterprise. However, due
to multiple factors such as market demand lower than expected,
significant fluctuations in raw material prices, and poor product
price transmission, the Company's performance declined a lot
year-on-year in 2023. In 2023, the Company achieved a total
operating income of RMB 4,128 million, with
a year-on-year decrease in revenue for all business sectors. The
net profit attributable to shareholders of the listed company was a
loss of RMB 620 million.
|
Item
|
2023
|
2022
|
Increase/decrease in this year compared to the previous
year
|
2021
|
|
Before
adjustment
|
After
adjustment
|
After
adjustment
|
Before
adjustment
|
After
adjustment
|
|
Operating
income (Yuan)
|
4,128,040,820.94
|
6,336,219,345.73
|
6,336,219,345.73
|
-34.85%
|
4,468,739,444.56
|
4,468,739,444.56
|
|
Net profit
attributable to shareholders of the listed company
(Yuan)
|
-619,761,432.13
|
553,928,336.26
|
554,106,172.70
|
-211.85%
|
280,285,674.06
|
280,631,931.71
|
|
Net profit
attributable to shareholders of the listed company after deducting
non-recurring profits and losses (Yuan)
|
-696,361,589.06
|
586,559,120.20
|
586,736,956.64
|
-218.68%
|
431,726,986.07
|
432,073,243.72
|
|
Net cash
flow from operating activities (Yuan)
|
-329,126,584.00
|
223,682,226.37
|
223,682,226.37
|
-247.141%
|
576,003,356.11
|
576,003,356.11
|
|
Basic
earnings per share (Yuan/share)
|
-0.69
|
0.63
|
0.63
|
-209.52%
|
0.32
|
0.32
|
|
Diluted
earnings per share (Yuan/share)
|
-0.69
|
0.63
|
0.63
|
-209.52%
|
0.32
|
0.32
|
|
Weighted
average return on net assets
|
-19.08%
|
16.01%
|
16.02%
|
Decrease
by 35.10 percentage points
|
8.12%
|
8.13%
|
|
Item
|
End of
2023
|
End of
2022
|
Increase/decrease at the end of this year compared to the end
of the previous year
|
End of
2021
|
|
Before
adjustment
|
After
adjustment
|
After
adjustment
|
Before
adjustment
|
After
adjustment
|
|
Total
assets (Yuan)
|
11,404,306,777.82
|
11,354,490,240.65
|
11,354,321,819.44
|
0.44%
|
9,724,424,738.20
|
9,724,078,480.55
|
|
Net assets
attributable to shareholders of the listed company
(Yuan)
|
3,162,895,712.22
|
3,427,213,937.46
|
3,427,045,516.25
|
-7.71%
|
3,522,385,458.26
|
3,522,039,200.61
|
Proposal 4: Proposed Profit Distribution for the Year
2023
Dear Shareholders:
Audited by BDO CHINA Shu Lun Pan
Certified Public Accountants LLP, the consolidated statement of the
Company realized net profit attributable to shareholders of the
listed company for the Year 2023 of RMB -619,761,432.13 , and the
parent company realized net profit for the Year 2023 of RMB
-19,872,325.25 . According to the provisions of the Company Law and the Articles of Association, no
statutory surplus reserve is required to be withdrawn. Deducting
the dividend of RMB 87,656,629.50 for the Year 2022, together with
the retained earnings of RMB 1,448,099,911.68 at the beginning of
the year, the actual profit available for distribution to
shareholders at the end of the Year 2023 amounted to RMB
1,340,570,956.93.
According to the Notice Regarding Further Implementation
of Cash Dividends Distribution of Listed Companies,
the Supervisory Guideline for
Listed Companies No. 3 - Cash Dividends for Listed
Companies, the Articles of Association and
Plan for Shareholders' Return
over the Next Three Years (2021-2023) of the CSRC, and
taking into account the actual production and operation situation
of the Company in 2023 and its future development prospect, the
Company decided not to pay cash dividends, bonus shares, or
transfer of capital reserve fund into share capital in 2023, and to
carry forward the retained earnings to the next year.
Proposal 5: Proposal on the Remuneration Plan for the
Directors and the Supervisors for the Year 2023
Dear Shareholders:
In accordance with relevant
regulations of Management System
for Remuneration and Allowances for Directors, Supervisors and
Senior Management Personnel of the Company, the Company has
determined the remuneration of the Company's Directors and
Supervisors for the Year 2023 with reference to the remuneration
level in the industry and the actual situation of the Company by
integrating the individual's ability, job responsibilities and
performance appraisal indicators. The details are as
follows:
|
No.
|
Name
|
Duty
|
2023
Remuneration (RMB10,000)
|
|
1
|
Wang
Yingmei
|
Chairwoman
of the Board
|
120
|
|
2
|
He
Kuang
|
Director,
General Manager
|
120
|
|
3
|
Chen
Lijie
|
Director,
Deputy General Manager, Chief Financial Officer
|
60
|
|
4
|
Jin
Yizhong
|
Director,
Deputy General Manager
|
60
|
|
5
|
Shao
Hongming
|
Director
(Departed in January 2024)
|
60
|
|
6
|
Wang
Lirong
|
Director
|
40
|
|
7
|
Liu
Zhiqiang
|
Independent Director
|
10
|
|
8
|
Zhang
Weikun
|
Independent Director
|
10
|
|
9
|
Zheng
Feng
|
Independent
Director (Elected as Director in December 2023)
|
0.83
|
|
10
|
Zhang
Zhengqiu
|
Chairman of
the Board of Supervisors
|
55
|
|
11
|
Zhang
Xiaohua
|
Supervisor
|
55
|
|
12
|
Dai
Huibin
|
Supervisor
|
47.16
|
|
13
|
Xu
Yongbin
|
Departing
Independent Director
|
10
|
Proposal 6:2023 Annual
Report and its abstract
To all Shareholders and
Shareholders' proxies,
Zhejiang Yongtai Technology Co.,
Ltd. has announced its 2023 Annual Report.For details, please refer
to the announcement of 2023 Annual Report.
Proposal 7: Proposal on the Foreign Exchange Hedging
Business
Dear Shareholders:
In accordance with the relevant
regulations of the Articles of
Association, Management
System for the Foreign Exchange Hedging and Shenzhen Stock
Exchange, the Company intends to carry out foreign exchange hedging
business as follows:
I.
Overview of the foreign exchange hedging business
(I)
Purpose of the transaction
The Company and its subsidiaries
have a large number of export business, in order to effectively
manage foreign currency assets, enhance financial soundness, and
prevent and hedge against adverse impacts on the Company in the
event of significant fluctuations in exchange rates, the Company
and its subsidiaries intend to cooperate with banks and other
financial institutions that are qualified for relevant business
operations to carry out the foreign exchange hedging
business.
(II) Transaction amount
Based on the scale of assets and
business needs, the Company and its subsidiaries intend to carry
out the foreign exchange hedging business of not more than
US$300,000,000 (or its equivalent in other foreign currencies). The
above quota may be utilized on a rolling basis, but the balance of
the foreign exchange hedging business conducted at any point in
time (including the relevant amount of the proceeds of the
foregoing transactions for re-transactions) shall not exceed the
above quota.
(III) Major currencies and business varieties
involved
The currencies involved in the
foreign exchange hedging business to be carried out by the Company
and its subsidiaries are limited to the major settlement currencies
used for the Company's production and operation, mainly including
the U.S. dollars, Euro and Pound. The main varieties of the foreign
exchange hedging business to be carried out by the Company include
future foreign exchange settlement, foreign exchange swaps, foreign
exchange option business and other foreign exchange derivative
product trading business.
(IV) Duration and authorization
The annual general meeting of the
Company authorizes the operating management of the Company and its
subsidiaries and their authorized persons to conduct the foreign
exchange hedging business, enter into relevant agreements and
handle other related matters. The term of authorization is from the
date of consideration and approval at the Company's 2023 annual
general meeting to the date of the 2024 annual general meeting. If
the duration of a single transaction exceeds the term of the
authorization, the term of the authorization will be automatically
extended until the termination of the single
transaction.
(V) Source of
funds
The transaction is funded by the
Company's own funds and does not involve the use of raised
funds.
II. Transaction risk analysis
and risk control measures
The foreign exchange hedging
business carried out by the Company and its subsidiaries may
involve certain internal control risks, exchange rate fluctuation
risks, collection and payment forecast risks and performance risks.
In this regard, the Company will strictly follow the principles of
lawfulness, prudence, safety and effectiveness, and strictly
control the risks by continuously improving the internal control of
the Company, timely adjusting the foreign exchange hedging
strategy, strengthening the management of accounts
receivable, and carefully selecting the cooperative financial
institutions.
Proposal 8: Proposal on Commodity Futures Hedging
Business
Dear Shareholders:
In accordance with
the relevant regulations of the Articles of Association,
the Management System for
Commodity Futures Hedging Business and the Shenzhen Stock
Exchange, the Company intends to carry out commodity futures
hedging business as follows:
I. Overview of the commodity
futures hedging business
1. Purpose of the
transaction
Given that the price of the
Company's main raw material lithium carbonate is significantly
affected by market price fluctuations, in order to reduce the
operating risks brought about by product price fluctuations to the
Company, to ensure the stability of production and operation, the
Company and its subsidiaries intend to utilize futures tools
hedging and protection of the value of the production and operation
plan to carry out commodity futures hedging business on an
opportunistic basis.
The Company and its subsidiaries to
carry out commodity futures hedging business based on spot demand,
not for the purpose of speculation, make full use of the price
discovery and risk hedging function of the futures market, to avoid
the risks brought about by irregular fluctuations in the price of
raw materials, to ensure that the cost of the product is relatively
stable, which is necessary.
2. Transaction
amount
The margin amount for the hedging
business conducted by the Company and its subsidiaries shall not
exceed RMB100 million (excluding the amount
for physical delivery of the underlying futures); the maximum
contract value held on any one trading day shall not exceed 50% of
the latest audited net assets. The quota mentioned above may be
utilized on a rolling basis, but the amount of commodity futures
hedging business conducted at any point in time (including the
amount relating to re-transactions of the proceeds of the aforesaid
transactions) shall not exceed the quota mentioned
above.
3. Trading
mode
The commodity futures hedging
business carried out by the Company and its subsidiaries is limited
to the lithium carbonate futures varieties listed and traded on the
domestic commodity futures exchanges that are related to the
Company's production and operation, and any speculative trading for
the purpose of chasing profits is strictly prohibited.
4.
Business authorization and transaction duration
The annual general meeting of the
Company authorizes the operating management of the Company and its
subsidiaries and their authorized persons to carry out commodity
futures hedging business, and to operate and manage the hedging
business in accordance with the relevant provisions and processes
of the Management System for
Commodity Futures Hedging Business formulated by the
Company. The authorization duration is from the date of
consideration and approval at the 2023 annual general meeting of
the Company to the date of the 2024 annual general meeting. If the
duration of a single transaction exceeds the term of the
authorization, the term of the authorization will be automatically
extended until the termination of the transaction.
5.
Source of funds
The transaction is funded by own
funds or self-financing, and does not involve the use of raised
funds.
II.
Transaction risk analysis and risk control
measures
The commodity futures hedging
business carried out by the Company and its subsidiaries may
involve certain market risk, policy risk, liquidity risk, internal
control risk and technical risk. In this regard, the Company will
strictly follow the principles of lawfulness, prudence, safety and
effectiveness, and strictly control the risks through continuous
improvement of the Company's internal control, strengthening the
training and supervision of the personnel of the hedging business,
and standardizing the operation of the business process.
Proposal 9: Proposal on the Amount of Guarantee for
Subsidiaries
Dear Shareholders:
In order to meet the financial needs
of the subsidiaries for daily operation and business development,
the Company intends to provide guarantees to certain subsidiaries
included in the scope of the consolidated statements, with the
total amount of guarantees expected to be no more than
RMB3,550,000,000, which can be utilized on a revolving basis. The
amount of guarantee for the subsidiaries whose gearing ratio does
not exceed 70% is not more than RMB1,550,000,000, and the guarantee
amount for the subsidiaries whose gearing ratio exceeds 70% is not
more than RMB2,000,000,000. The amount of
guarantee may be transferred between subsidiaries, but when the
transfer occurs, the guarantee recipients with asset-liability
ratios exceeding 70% will only be able to obtain the amount of
guarantee from the recipients with asset-liability ratios exceeding
70%. The guarantee methods include, but are not limited to,
guarantee, mortgage and pledge, and the specific amount of
guarantee and guarantee period shall be executed according to the
specific contract. Meanwhile, it is proposed to the annual general
meeting to authorize the Chairwoman of the Company to sign legal
instruments such as guarantee agreement and other related matters
on behalf of the Company within the scope of the amount, and the
authorization duration will be from the date of consideration and
approval by the annual general meeting of 2023 to the date of
convening of the annual general meeting of 2024. The specific
allocation of the amount of guarantee is as follows:
|
Unit: RMB
10,000
|
|
Guarantor
|
Guaranteed
object
|
Shareholding ratio of guarantor
|
Asset-liability ratios of guaranteed
party for
the latest period
|
Balance
of guarantees as at now
|
Current
estimated
amount
of
guarantee
|
Proportion of amount of guarantee to the latest net assets of
the listed company
|
Related
guarantees or
no
|
|
Zhejiang
Yongtai Technology Co., Ltd.
|
Zhejiang
Chiral Medicine Chemicals Co., Ltd.
|
100%
|
26.37%
|
10,500.00
|
15,000.00
|
4.74%
|
No
|
|
Shandong
Zhanhua Yongtai Pharmaceutical Co., Ltd.
|
100%
|
64.38%
|
1,893.34
|
5,000.00
|
1.58%
|
No
|
|
Shaowu
Yongtai Hi-tech Material Co., Ltd.
|
75%
|
59.76%
|
69,600.00
|
80,000.00
|
25.29%
|
No
|
|
Shanghai
E-Tong Chemical Co., Ltd.
|
100%
|
62.18%
|
34,450.00
|
45,000.00
|
14.23%
|
No
|
|
Zhejiang
Yongtai New Energy Material Co., Ltd.
|
100%
|
82.21%
|
20,000.00
|
40,000.00
|
12.65%
|
No
|
|
Zhejiang
Yongtai Chiral Medicine Technology Co., Ltd.
|
100%
|
95.95%
|
22,000.00
|
30,000.00
|
9.48%
|
No
|
|
Inner
Mongolia Yongtai Chemical Co., Ltd.
|
100%
|
89.12%
|
87,152.89
|
130,000.00
|
41.10%
|
No
|
|
Hangzhou
Yongtai Chiral Biopharmaceutical Co., Ltd.
|
100%
|
0.01%
|
0.00
|
10,000.00
|
3.16%
|
No
|
|
In
Total
|
245,596.23
|
355,000.00
|
112.24%
|
_
|
I.
Basic information on guaranteed object
|
Unit: RMB
10,000
|
|
No.
|
Guaranteed object
|
Registered
capital
|
Business
scope
|
Dishonest
persons subject to enforcement or not
|
|
|
1
|
Zhejiang
Chiral Medicine Chemicals Co., Ltd.
|
2,034.8152
|
Research, development, production,
sales: pharmaceutical intermediates, APIs, raw materials
|
No
|
|
|
2
|
Shandong
Zhanhua Yongtai Pharmaceutical Co., Ltd.
|
10,000
|
Production and sales of
intermediates
|
No
|
|
|
3
|
Shaowu
Yongtai Hi-tech Material Co., Ltd.
|
30,000
|
Research and development of new
material technologies; basic chemical APIs manufacturing;
production and sales of chemical products; production of hazardous
chemicals; technology and goods import and export
|
No
|
|
|
4
|
Shanghai
E-Tong Chemical Co., Ltd.
|
1,000
|
Chemical products, daily necessities
wholesale and retail, goods and technology import and
export
|
No
|
|
|
5
|
Zhejiang
Yongtai New Energy Material Co., Ltd.
|
30,000
|
Electronic special materials
manufacturing; basic chemical APIs manufacturing; goods import and
export
|
No
|
|
|
6
|
Zhejiang
Yongtai Chiral Medicine Technology Co., Ltd.
|
15,000
|
Technical services, development,
consultation, exchange, transfer and promotion; pharmaceutical
production; import and export of goods and technologies
|
No
|
|
|
7
|
Inner
Mongolia Yongtai Chemical Co., Ltd.
|
59,100
|
Production of pesticides; production
and sales of chemical products; basic chemical APIs manufacturing;
sales of machinery and equipment, instruments and meters; technical
services, development, consultation, exchange, transfer and
promotion; goods import and export
|
No
|
|
|
8
|
Hangzhou
Yongtai Chiral Biopharmaceutical Co., Ltd.
|
20,000
|
Pharmaceutical production; medical
research and experimental development; biotechnology research and
development; sales of chemical products; goods and technology
import and export
|
No
|
|
II.
Major financial data of guaranteed object for the Year 2023 are as
follows:
|
Unit: RMB
10,000
|
|
No.
|
guaranteed object
|
Total
assets
|
Total
liabilities
|
Net
assets
|
Operating
income
|
total
profit
|
Net
profit
|
|
1
|
Zhejiang
Chiral Medicine Chemicals Co., Ltd.
|
56,159.14
|
14,808.40
|
41,350.74
|
41,922.77
|
11,283.47
|
9,772.99
|
|
2
|
Shandong
Zhanhua Yongtai Pharmaceutical Co., Ltd.
|
22,201.41
|
14,294.31
|
7,907.10
|
14,562.12
|
-1,014.17
|
-791.19
|
|
3
|
Shaowu
Yongtai Hi-tech Material Co., Ltd.
|
200,727.97
|
119,961.05
|
80,766.92
|
63,867.11
|
-38,457.44
|
-32,495.39
|
|
4
|
Shanghai
E-Tong Chemical Co., Ltd.
|
95,654.62
|
59,481.88
|
36,172.74
|
150,006.76
|
873.21
|
52.48
|
|
5
|
Zhejiang
Yongtai New Energy Material Co., Ltd.
|
39,932.19
|
32,827.75
|
7,104.44
|
12,968.47
|
-3,620.16
|
-4061.7
|
|
6
|
Zhejiang
Yongtai Chiral Medicine Technology Co., Ltd.
|
70,525.41
|
67,668.11
|
2,857.3
|
9,632.03
|
-9,601.17
|
-8,006.72
|
|
7
|
Inner
Mongolia Yongtai Chemical Co., Ltd.
|
272,776.48
|
243,100.03
|
29,676.45
|
33,855.39
|
-30,465.74
|
-25,532.15
|
|
8
|
Hangzhou
Yongtai Chiral Biopharmaceutical Co., Ltd.
|
3,300
|
0.41
|
3,299.59
|
0
|
-0.41
|
-0.41
|
Note: The inconsistency between the
sum of total assets, total liabilities and net assets is due to
rounding
Proposal 10: Proposal on Applying for a Comprehensive Credit
Line from Relevant Financial Institutions
Dear shareholders,
Based on the needs of business
development, the Company and its subsidiaries included in the
consolidated financial statements hereby apply to relevant
financial institutions for a cumulative balance not exceeding
RMB5,000,000,000 comprehensive credit line. This credit line will
be used for various purposes including but not limited to working
capital loans, acceptance of bills, fixed asset loans, project
loans, trust financing, trade financing, and financing leasing. The
specific credit limits and loan terms will be determined by each
financial institution. This credit line is revolving and can be
used repeatedly. At the same time, the board of directors hereby
requests the shareholders' general meeting to authorize the legal
representative of each company to fully represent the Company and
its subsidiaries in signing relevant agreements and handling other
related matters within the credit line. This authorization period
will be from the date of approval at the 2023 annual shareholders'
general meeting until the date of the 2024 annual shareholders'
general meeting.
Proposal 11: Proposal on Authorizing the Board of Directors to
Issue Shares to Specific Parties through a Simplified
Procedure
Dear shareholders,
Based on relevant laws and
regulations such as the Administrative Measures for the Issuance and
Registration of Securities by Listed Companies, the
Rules Governing
the Review of Offering and Listing of Listed Companies' Securities
on the Shenzhen Stock Exchange, and
the Detailed Implementation Rules
on the Offering and Underwriting of Securities by Listed Companies
on the Shenzhen Stock Exchange, as well as the provisions of
the Company's Articles of
Association, the board of directors of the Company proposes
to seek authorization from the shareholders' general meeting to
handle matters related to the issuance of shares to specific
parties through a simplified procedure (hereinafter referred to as
"the issuance"). The authorization period will be from the date of
approval at the 2023 annual shareholders' general meeting until the
date of the 2024 annual shareholders' general meeting. The specific
matters of this authorization are as follows:
I.
Confirm whether the Company meets the conditions for issuing shares
to specific parties through a simplified
procedure
Authorize the board of directors to
conduct a self-examination of the Company's actual status quo and
relevant matters in accordance with the Companies Law of the People's Republic of
China, the Securities Law
of the People's Republic of China, the Administrative Measures for
the Issuance and Registration of Securities by Listed
Companies, and other relevant laws, regulations, normative
documents, and the Company's Articles of Association, in order to
determine whether the Company meets the conditions for issuing
shares to specific parties through a simplified
procedure.
II. Types and par value of
the issued shares
The domestic
Chinese Renminbi ordinary shares (A-shares) issued by the Company
to specific parties with a total financing amount shall not exceed
RMB300 million and not exceed 20% of the Company's net assets as of
the most recent year-end. The par value of each share is RMB1.
III. Issuance recipients and
allotment to existing
shareholders
The issuance recipients will consist
of no more than 35 specific parties, including legal persons,
natural persons, or other legal investment organizations, in
accordance with regulatory requirements. If a securities investment
fund management company, a securities company, a qualified overseas
institutional investor, or a Renminbi qualified overseas
institutional investor subscribes to two or more products managed
by them, they will be considered as one issuance recipient. If a
trust company is an issuance recipient, they can only subscribe
using their own funds. The final issuance recipients will be
determined by the board of directors in consultation with the
underwriting institution (lead underwriter) based on the
subscription price. All issuance recipients in this issuance will
subscribe to the Company's shares in Chinese Renminbi
cash.
IV.
Pricing reference
date, pricing principles, issuance price, and issuance
quantity
The pricing reference date for this
issuance is the first day of the offering period. The issuance
price will not be lower than 80% of the average stock price for the
20 trading days preceding the pricing reference date. The issuance
quantity will be determined by dividing the
total funds raised by the issuance price, and it
will not exceed 30% of the Company's total pre-issuance share
capital. The final issuance price and issuance quantity will be
determined by the board of directors in consultation with the
underwriting institution (lead underwriter) based on the results of
price inquiries. If the Company's stock undergoes dividend payout,
stock dividend, capitalization of capital reserves, or other exit
rights or exit dividend events between the pricing reference date
and the issuance date, the issuance price for this offering will be
adjusted accordingly.
V. Lock-up Period
Arrangement
Stocks issued to specific recipients
shall not be transferable for a period of 6 months from the end of
the issuance. If the issuance recipients fall under the provisions
of Article 57, Paragraph 2 of the Administrative Measures for the Issuance and
Registration of Securities by Listed Companies, the stocks
subscribed by them shall not be transferable for a period of 18
months from the end of the issuance. The stocks obtained by the
issuance recipients through stock dividend distribution or
capitalization of capital reserves by the listed company shall also
be subject to the aforementioned lock-up arrangement. The issuance
of stocks to specific recipients by the authorized board of
directors will not result in a change in the company's
control.
VI.
Use of Raised
Funds
The use of funds raised in this
offering shall comply with the following provisions:
1. Align
with national industrial policies and relevant laws and regulations
on environmental protection and land management;
2. The use
of raised funds shall not be for financial investments and shall
not be directly or indirectly invested in companies whose main
business is trading securities;
3. After the
implementation of the funding projects, there shall be no
significant adverse effects on horizontal competition, on fairness
of connected transaction involving the controlling shareholder,
actual controller, and their controlled entities, and no
significant impact on the independence of the Company's production
and operation.
VII. Allocation of Accumulated
Profits before the Issuance
After this issuance, the
undistributed profits accumulated by the Company before the
issuance will be shared by the old and new shareholders of the
Company in proportion to their post-issuance
shareholding.
VIII.
Validity Period
of Resolutions
The resolutions of this issuance
shall be valid from the date of approval at the annual general
meeting of shareholders in 2023 until the convening of the annual
general meeting of shareholders in 2024.
IX.
Authorization to
the Board of Directors to Handle the Specific Matters of the
Issuance
Authorize the board of directors to
handle the declaration matters of the issuance; formulate, adjust,
and implement the issuance plan in accordance with the Company's
actual status quo; prepare, modify, and submit the issuance plan
and the application materials for listing of the issuance, handle
relevant procedures, carry out other procedures related to shares
restriction and matters related to the listing of the issuance, and
handle information disclosure matters related to the issuance in
accordance with regulatory requirements; sign, modify, supplement,
complete, submit, and execute all agreements, contracts, and
documents related to the issuance; adjust the specific
arrangements for investment projects of
raised funds within the scope of resolutions of
the shareholders' general meeting in accordance with the
requirements of relevant regulatory authorities and the actual
situation of the securities market; engage intermediaries such as
sponsor institutions (lead underwriter) and handle other matters
related to this; if the total share capital of the Company changes
before the issuance due to stock dividend, capital reserve being
converted into share capital, or other reasons, the board of
directors shall be authorized to adjust the upper limit of the
issuance quantity accordingly; handle other matters related to the
issuance.
Proposal 12: Proposal on Amending the Rules of Procedure for the General Meeting of
Shareholders
Dear shareholders:
In order to regulate the behavior of
the Company and ensure that the general meeting of shareholders
exercises its powers in accordance with the law, the Company
intends to amend the Rules of
Procedure for the General Meeting of Shareholders in
accordance with the relevant provisions of the Measures for the Administration of
Independent Directors of Listed Companies and in light of
the actual situation of the Company itself.
Proposal 13: Proposal on Amending the Rules of Procedure of the Board of
Directors
Dear shareholders:
In order to standardize the internal
structure of the Board of Directors and ensure the efficient and
orderly operation of the Board of Directors, the Company proposes
to amend the Rules of Procedure
of the Board of Directors in accordance with the relevant
provisions of the Measures for
the Administration of Independent Directors of Listed
Companies and in light of the actual situation of the
Company itself.
Proposal 14: Proposal on Amending the Decision-making System for
Related
Transactions
Dear shareholders:
In order to standardize the related
transactions of the Company, ensure that the related transactions
of the Company are in line with the principles of fairness,
impartiality and openness, and safeguard the legitimate rights and
interests of the Company and the shareholders of the Company, the
Company intends to amend the Decision-Making System for Related
Transactions in accordance with the relevant provisions of
the Shenzhen Stock Exchange
Listing Rules and the Measures for the Administration of
Independent Directors of Listed Companies.
Proposal 15: Proposal on Amending the System for the Management and Utilization of
Collected Funds
Dear shareholders:
In accordance with the provisions of
relevant laws and regulations such as the Measures for the Administration of
Registration of Initial Public Offerings of Stocks, the
Administrative Measures for the
Issuance and Registration of Securities by Listed Companies
and the Shenzhen Stock Exchange's
Self-disciplinary Supervision Guideline for Listed Companies No.
1 - Standardized Operation of Listed Companies on the Main
Board and other relevant laws and
regulations, and in light of the actual situation of the Company,
the Company intends to amend the System for the Management and Utilization of
Collected Funds.
Proposal 16: Proposal on Renewing the 2024 Audit
Institution
Dear shareholders:
BDO CHINA Shu Lun Pan Certified
Public Accountants LLP (hereinafter referred to as "BDO China") has
the qualification to engage in auditing of securities business, has
the experience and ability to provide auditing services for listed
companies, and is able to follow the professional standards of
independence, objectivity and fairness in the provision of auditing
services for the Company, and is committed to performing its duties
to provide high-quality auditing services for the Company. The
reports issued by the Company reflect the actual situation,
financial condition and operating results of the Company in an
objective and truthful manner, and have effectively fulfilled the
duties of an auditing organization and safeguarded the legitimate
rights and interests of the Company and its shareholders from a
professional point of view.
In order to maintain the continuity
and integrity of the auditing work, the Company intends to
re-appoint BDO China as the Company's auditor for the year 2024 for
a period of one year. The Board of Directors of the Company would
like to request the general meeting of shareholders to authorize
the management of the Company to determine reasonable audit fees
based on the total assets, audit scope and workload of the Company,
with reference to the relevant auditing fee standards of the
pricing department and in conjunction with the actual fee level in
the region.
(i)
Institutional information
1. Basic Information
BDO China was founded by Dr. Pan
Xulun, a leading accountant in China, in 1927 in Shanghai, and
resumed its operation in 1986. It became the first special general
partnership certified public accountants firm in China to complete
its restructuring in 2010, with its registered office in Shanghai
and its chief partner, Mr. Zhu Jiandi. BDO China is a member firm
of BDO, an international accounting network, and has long been
engaged in the securities service business. Before the
implementation of the new securities law, it was licensed to
conduct securities and futures business, and was qualified to
conduct H-share audits, and has been registered with the Public
Company Accounting Oversight Board (PCAOB) in the United
States.
At the end of 2023, BDO China had
278 partners, 2,533 certified public accountants (CPAs), a total of
10,730 practitioners, and 693 CPAs who had signed an audit report
on the securities services business.
The business revenue (audited) of
BDO China for FY2023 was RMB5.001 billion, of which RMB3.516
billion was from audit services and RMB1.765 billion was from
securities services.
In 2023, BDO China provided annual
report audit services for 671 listed companies, with audit fees of
RMB832 million, and 45 audit clients of listed companies in the
same industry.
2. Investor Protection
Capability
As of the end of 2023, BDO China has
allocated a professional risk fund of RMB166 million, and the
cumulative compensation limit for purchased professional insurance
was RMB1.25 billion yuan. The relevant professional insurance could
cover civil liability arising from audit failures.
The situation of civil liability
assumed in civil litigation related to practice in the past three
years:
|
Plaintiff (Arbitrator)
|
Defendant
(Respondent in Arbitration)
|
Litigation (Arbitration) Case
|
Litigation (Arbitration) Amount
|
Litigation (Arbitration) Outcome
|
|
Investor
|
Geeya¡¢Zhou
Xuhui¡¢BDO
China
|
2014
annual report
|
There was
still over RMB10 million remaining in the litigation
process.
|
The joint
liability has been covered by the professional insurance purchased
by BDO China, and
all effective judgments have been fulfilled.
|
|
Investor
|
Protruly,
Northeast Securities, Yinxin Appraisal and BDO China
|
2015
restructuring, 2015 annual report and 2016 annual report
|
RMB800,000
|
In the
first judgment, BDO China
was held liable for 15% of the liabilities owed to
investors by Protruly due to securities misrepresentation between
December 30, 2016, and December 14, 2017. The professional
insurance purchased by BDO China, amounting to RMB1.25 billion,
was sufficient to cover the compensation amount.
|
3. Integrity Record
In the past three years, BDO China
has not received any criminal penalties for practices, received one
administrative penalty, been subjected to supervisory measures 29
times, received one self-disciplinary measure, and had no
disciplinary actions. This involved 75 practitioners.
(II) Project
Information
1. Basic Information
|
Project
|
Name
|
CPA
practice time
|
Commencement of auditing listed companies
|
Commencement of practice with this firm
|
Commencement of providing audit service for the
Company
|
|
Project Partner
|
Guo Xianming
|
1994
|
2002
|
2012
|
2020
|
|
Certificated Public Accountants for
Signature
|
Li Dan
|
2015
|
2013
|
2015
|
2023
|
|
Certificated Public Accountants for
Signature
|
Chen Fan
|
2024
|
2015
|
2024
|
2023
|
|
Quality Control Reviewer
|
Shen Ligang
|
1999
|
2007
|
2004
|
2019
|
(1) Project Partner's Practice in
the Past Three Years:
Name: Guo Xianming
|
Time
|
Name of the Public
Company
|
Position
|
|
2022-2023
|
Zhejiang
Great Shengda Packing Co., Ltd.
|
Signature
Partner
|
|
2022-2023
|
Zhejiang
Yongtai Technology Co., Ltd.
|
Signature
Partner
|
|
2022-2023
|
Zhejiang
Orient Gene Biotech Co., Ltd
|
Signature
Partner
|
|
2022-2023
|
Zhejiang
Wansheng Co., Ltd.
|
Signature
Partner
|
|
2020-2021
|
Riyue Heavy
Industry Co., Ltd.
|
Signature
Partner
|
|
2021-2022
|
Zhejiang
Titan Co., Ltd.
|
Signature
Partner
|
(2) Certificated Public Accountants
for Signature's Practice in the Past Three Years:
Name: Li Dan
|
Time
|
Name of the Public
Company
|
Position
|
|
2023
|
Xiang Piao Piao Food
Co.,Ltd
|
Certificated Public Accountants for
Signature
|
|
2022-2023
|
Ningbo Color Master Batch Co.,
Ltd.
|
Certificated Public Accountants for
Signature
|
|
2021
|
Zhejiang Runyang New Material
Technology Co., Ltd.
|
Certificated Public Accountants for
Signature
|
Name: Chen Fan
|
Time
|
Name of the Public
Company
|
Position
|
|
2023
|
Ningbo Color Master Batch Co.,
Ltd.
|
Project team member
|
(3) Quality Control Reviewer's
Practice in the Past Three Years:
Name: Shen Ligang
|
Time
|
Name of the Public
Company
|
Position
|
|
2021
|
Ningbo Jiangfeng Electronic
Materials Co., Ltd.
|
Signature Partner
|
|
2021
|
Zhejiang Vie Science &
Technology Co., Ltd
|
Signature Partner
|
|
2021
|
Jack Sewing Machine Co
Ltd
|
Signature Partner
|
|
2021
|
Ningbo Peacebird Fashion Co.,
Ltd.
|
Signature Partner
|
|
2021
|
Junhe Pumps Holding Co.,
Ltd.
|
Signature Partner
|
|
2021-2022
|
Zhejiang Yinlun Machinery Co.,
Ltd
|
Signature Partner
|
|
2022-2023
|
Changzhou Galaxy Century
Microelectronics Co., Ltd.
|
Signature Partner
|
|
2021-2023
|
Ningbo Gaofa Automotive Control
System Co., Ltd.
|
Quality Control Reviewer
|
|
2021-2023
|
Changzhou Fusion New Material Co.,
Ltd.
|
Quality Control Reviewer
|
2. Independence and Integrity Record of Project Team
Members
There is no breach of the
independence requirement under the Code of Ethics for Certified
Public Accountants of PRC by the project partner, Certificated
Public Accountants for Signature and quality control
reviewer.
The individuals mentioned above have
had no adverse records in the past three years.
3. Audit Fee
(1) Pricing
Principles for Audit Fee
The pricing is primarily based on
the level of responsibility undertaken for professional services
and the degree of technical expertise required. It takes into
account factors such as the experience and level of staff involved
in the work, corresponding fee rates, and the amount of time
dedicated to the project.
(2) Year-on-year Changes in Audit Fees
|
|
2023
|
2024
|
Changes%
|
|
Audit fee
for annual report (RMB10,000)
|
210
|
Determined by the managements with authorization from the
Company's shareholders' general meeting based on the audit workload
and fair and reasonable pricing principles
|
/
|
|
Audit fee
for internal audit (RMB10,000)
|
20
|
Determined by the managements with authorization from the
Company's shareholders' general meeting based on the audit workload
and fair and reasonable pricing principles
|
/
|
Proposal 17: Proposal on the Plan for Shareholders' Return
Over the Next Three Years (2024-2026)
Dear Shareholders,
In order to further improve the
profit distribution decision-making and supervision mechanism
of Zhejiang Yongtai Technology Co., Ltd.
(the "Company"), attach importance to the
reasonable investment return of shareholders and increase the
transparency and operability of profit distribution
decision-making, according to the CSRC's the Notice
Regarding Further Implementation of Cash Dividends Distribution by
Listed Companies (CSRC Announcement [2012] No. 37)
and the Listed Companies Regulatory Guidance No. 3 - Cash
Dividends Distribution by Listed Companies (CSRC
Announcement [2023] No. 61), and other relevant documents and
requirements, combined with the actual situation of the company,
the Plan for Shareholders' Return Over Next
Three Years (2024-2026) has been formulated, with the following
content:
Article 1: Factors Considered in Formulating Shareholder
Dividend Return Plan
The Company focuses on long-term and
sustainable development. Based on a comprehensive analysis of the
actual operation and development of itself, shareholder
requirements and wishes, social capital costs, external financing
environment and other factors, a systematic arrangement is made for
profit distribution. This establishes a continuous, stable, and
scientific shareholder return mechanism to ensure the continuity
and stability of the Company's profit distribution
policy.
Article 2: Principles for Formulating Company Shareholder
Dividend Return Plan
The formulation of the Company's
shareholder dividend return plan should fully consider investor
returns and reasonably balance and handle the relationship between
using operating profits for its own development and returning
profits to shareholders. It adheres to the basic principle with
cash dividends as the main method. The shareholder dividend return
plan for the next three years will strictly implement the profit
distribution policy stipulated in the Company's articles of
association.
Article 3: Specific Plan for Shareholder Dividend Returns over
the Next Three Years (2024-2026)
1. The Company's profit distribution
can take the form of cash, stock, or a combination of cash and
stock. The Board of Directors may propose interim cash
distributions based on the Company's funding needs.
2. After making up for losses, and
deducting the statutory reserve fund, and provided that the Company
is profitable and cash flow meets the requirements for continuous
operation and long-term development, the accumulated profits
distributed in cash for the three consecutive years from 2024 to
2026 shall not be less than 35% of the average distributable
profits achieved during those three years.
The Board of Directors shall
differentiate the following situations and implement a
differentiated cash dividend policy, after taking into account
factors such as the Company's industry characteristics, development
stage, operational model, profitability level and major capital
expenditure:
(1) If the Company is in the mature
stage of development and has no major capital expenditure, the
proportion of cash dividends in the current profit distribution
should be at least 80%.
(2) If the Company is in the mature
stage of development and has major capital expenditure, the
proportion of cash dividends in the current profit distribution
should be at least 40%.
(3) If the Company is in the growth
stage of development and has major capital expenditure, the
proportion of cash dividends in the current profit distribution
should be at least 20%.
In case it is difficult to
distinguish the development stage of the Company but there is major
capital expenditure, the provisions of the previous paragraph's
third item shall apply.
3. The Company may, according to its
development needs, reward investors by capitalizing capital reserve
fund or distributing stock dividends.
4. At the end of each fiscal year,
the Board of Directors shall propose a profit distribution plan,
which shall be submitted to the shareholders' general meeting for
approval. The formulation and implementation of the Company's
profit distribution plan shall actively consider and accept the
suggestions and supervision of all shareholders (including small
and medium-sized investors), independent directors, and
supervisors.
Article 4: Period and Decision-Making Mechanism for the
Formulation of Future Shareholder Dividend Return
Plans
1. The Company shall review
the Plan for Shareholders' Return
Over the Next Three Years at least once
every three years. Based on the opinions of shareholders
(especially small and medium-sized shareholders), independent
directors, and supervisors, appropriate and necessary modifications
shall be made to the dividend distribution policy being implemented
by the Company to determine the shareholder dividend return plan
for that period.
2. The Board of Directors shall,
based on the Company's actual operations, fully consider the
Company's profitability, cash flow, development stage, and current
funding needs and consulting with shareholders (including small and
medium-sized investors), independent directors, and supervisors,
formulate annual or interim profit distribution plans, which shall
be implemented after being approved by the shareholders' general
meeting.
Article 5: This plan shall take effect from the date of
approval by the Company's shareholders' general
meeting.