China UAV: China UAV plans for shareholder dividends and returns in the next three years (2025-2027).
DATE:  Apr 01 2025

AVIC (Chengdu) Unmanned Aerial Systems Co., Ltd

Shareholder dividend return plan for the next three years (2025-2027).

In order to further promote AVIC (Chengdu) UAV Systems Co., Ltd. (hereinafter referred to as the "Company") to establish a scientific, sustainable and stable dividend mechanism, actively return shareholders, guide investors to form stable investment return expectations, and protect the legitimate rights and interests of investors, the Company in accordance with the "Company Law of the People's Republic of China" and the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies" and other provisions, and combined with the Articles of Association of AVIC (Chengdu) UAV Systems Co., Ltd. (hereinafter referred to as the "Articles of Association"), Formulate the "Shareholder Dividend Return Plan for the Next Three Years (2025-2027)" (hereinafter referred to as the "Plan").

1. Factors to be considered in formulating this plan

The company focuses on long-term and sustainable development, comprehensively considers the actual situation of the company, development goals, the wishes and requirements of shareholders (especially small and medium-sized shareholders), external financing costs and financing environment, and combines the company's profit scale, cash flow situation, development stage and current capital needs, establishes a sustainable, stable and scientific return plan and mechanism for investors, and makes clear institutional arrangements for the company's profit distribution to ensure the continuity and stability of the dividend distribution policy.

2. Principles for the formulation of this plan

The formulation of this plan should be in line with the relevant laws and regulations and the provisions of the company's articles of association on the profit distribution policy, to maintain the continuity and stability of the company's profit distribution policy, while taking into account the company's long-term interests, the overall interests of all shareholders and the company's sustainable development. The board of directors and the general meeting of shareholders of the company shall fully consider the opinions of independent directors and small and medium-sized investors in the process of decision-making and demonstration of the company's profit distribution policy.

3. Shareholder dividend return plan for the next three years (2025-2027).

(1) The form of profit distribution

The Company may take cash, stock, a combination of cash and stock, or other parties permitted by laws and regulations

distribution of profits. When the company meets the conditions for cash dividends, it gives priority to cash dividends.

(2) The interval between the periods of profit distribution

In principle, the company adopts an annual profit distribution policy. The board of directors of the company can propose the company's medium-term profit distribution according to the company's current profit scale, cash flow situation, development stage and capital demand, and implement it after being reviewed and approved by the extraordinary general meeting of shareholders.

(3) The specific conditions for the company to implement cash dividends

1. The company's distributable profit for the current year (i.e., the after-tax profit remaining after the company makes up for losses, withdraws the statutory reserve fund and surplus provident fund) is positive, the company's cumulative undistributed profit is positive (the parent company's statement caliber) and the cash flow is sufficient, which meets the capital needs of the company's normal production and operation and fully reserves the statutory provident fund, and the implementation of cash dividends will not affect the company's continuous operation;

2. The audit institution issues a standard unqualified audit report on the company's annual financial report;

3. If the company has a major investment plan or major cash expenditure (except for the fund-raising project), it may not pay cash dividends in accordance with the above provisions. Major investment plans or significant cash expenditures refer to the cumulative expenditures of the company to invest, acquire assets or purchase equipment in the next 12 months to reach or exceed 30% of the company's latest audited net assets.

(4) The proportion of profit distribution

The company's profit distribution shall not exceed the scope of accumulated distributable profits, and shall not impair the company's ability to continue operations.

In accordance with the provisions of the Company Law of the People's Republic of China and other relevant laws, regulations and the articles of association of the company, on the basis of meeting the above-mentioned cash dividend conditions, combined with the company's continuous operation and long-term development, the cumulative profit distributed in cash in the next three years shall not be less than 30% of the average annual distributable profit realized in the three years.

(5) Differentiated cash dividend ratio

The board of directors of the company shall comprehensively consider the characteristics of the industry, the stage of development, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, distinguish the following situations, and propose a differentiated cash dividend policy in accordance with the procedures stipulated in the articles of association of the company:

1. If the company's development stage is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in the profit distribution should reach at least 80% when distributing profits;

2. If the company's development stage is mature and there is a major capital expenditure arrangement, the proportion of cash dividends in the profit distribution should reach at least 40% when distributing profits;

3. If the company's development stage is in the growth stage and there is a major capital expenditure arrangement, the proportion of cash dividends in the profit distribution should reach at least 20% when distributing profits;

If the company's development stage is not easy to distinguish but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.

(6) Conditions for the distribution of stock dividends

When the company's operating conditions are good, and the board of directors believes that the company has growth, the dilution of net assets per share, the stock price does not match the size of the company's share capital and other real and reasonable factors, and the issuance of stock dividends is conducive to the overall interests of all shareholders of the company, the company may propose a stock dividend distribution plan.

Fourth, the decision-making procedure of the profit distribution plan

(1) The company's profit distribution plan shall be formulated by the general manager's office meeting and submitted to the board of directors of the company for deliberation. Independent directors may solicit the opinions of minority shareholders, propose dividends, and submit them directly to the board of directors for deliberation.

The board of directors fully discussed the reasonableness of the profit distribution plan based on the provisions of the company's articles of association, profitability, capital situation and future business plan, and fully considered the opinions of shareholders, especially small and medium-sized investors and independent directors.

Independent directors have the right to express independent opinions on the reasonableness of the profit distribution plan. If the board of directors does not adopt or does not fully adopt the opinions of the independent directors, it shall record the opinions of the independent directors and the specific reasons for not adopting them in the resolution of the board of directors, and disclose them.

(2) The profit distribution plan deliberated and approved by the board of directors shall be submitted to the general meeting of shareholders for deliberation and approval before it can be implemented, and the board of directors shall complete the distribution of dividends (or shares) within 2 months after the approval of the general meeting of shareholders.

(3) Before the general meeting of shareholders deliberates on the profit distribution plan, the company shall communicate and exchange with shareholders, especially small and medium-sized shareholders, through a variety of channels.

5. The formulation cycle and related decision-making mechanism of shareholder dividend return plan

(1) The company shall re-review the "Shareholder Dividend Return Plan" at least once every three years, and determine the shareholder dividend return plan for that period in accordance with the profit distribution policy determined by the company's articles of association and the actual situation of the company's operation.

(2) The board of directors shall, in accordance with the "Shareholder Dividend Return Plan", take into account the specific operating conditions, and give full consideration to the company

The company's profit scale, cash flow status, development stage and current capital needs, combined with the opinions of shareholders (especially small and medium-sized shareholders) and independent directors, formulate an annual or medium-term dividend plan, and implement it after being voted and approved by the company's general meeting of shareholders.

6. The adjustment mechanism of the company's profit distribution policy

(1) In case of force majeure such as wars and natural disasters, or changes in the company's external business environment that have a significant impact on the company's production and operation, or when the company's own business conditions change greatly, the company may adjust or change the profit distribution policy in accordance with the law. The adjusted profit distribution policy shall be based on the protection of shareholders' rights and interests, and shall not violate the relevant provisions of relevant laws, regulations and normative documents.

(2) The board of directors of the company shall fully consider the opinions of independent directors and public investors in the process of adjusting the profit distribution policy. When the Board of Directors deliberates on the adjustment of the profit distribution policy, it shall be approved by a majority vote of all directors.

(3) The adjustment of the profit distribution policy shall be deliberated and approved by the board of directors before it can be submitted to the general meeting of shareholders for deliberation. The company should take the protection of shareholders' rights and interests as the starting point, and explain the reasons in detail in the proposal of the general meeting of shareholders. When the general meeting of shareholders deliberates on the adjustment of the profit distribution policy, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.

7. Information disclosure mechanism for profit distribution

The company shall, in strict accordance with the relevant regulations, disclose in detail the implementation of the profit distribution plan and cash dividend policy in the annual report and semi-annual report, explain whether it complies with the provisions of the articles of association of the company or the requirements of the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, and whether the relevant decision-making procedures and mechanisms are complete.

8. Supplementary Provisions

Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the Articles of Association. This plan shall be interpreted by the board of directors of the company and shall take effect from the date of deliberation and approval of the general meeting of shareholders of the company.

Board of Directors of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd

April 1, 2025

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