Securities code: 000410 securities abbreviation: Shenyang Machine Tool Co.Ltd(000410) Announcement No.: 2022-11
Shenyang Machine Tool Co.Ltd(000410)
Shareholder return planning for the next three years (2022-2024)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice of the China Securities Regulatory Commission on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations Normative documents and relevant provisions of the articles of association of Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “the articles of association”), in order to further strengthen the awareness of returning shareholders and provide shareholders with sustained, stable and reasonable return on investment, Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “the company”) on the basis of fully considering the actual operation and future development needs of the company, It has formulated the shareholder return plan for the next three years (2022-2024) (hereinafter referred to as the “plan”).
1、 Basic principles and main considerations for formulating the plan
The formulation principle of this plan is to implement a positive profit distribution plan and effectively safeguard the legitimate rights and interests of shareholders on the premise of complying with relevant laws and regulations, regulatory requirements and the provisions on profit distribution in the articles of association, and fully considering their own business conditions, the long-term interests of the company and the overall interests of all shareholders, Provide investors with reasonable return on investment and take into account the company’s capital needs and sustainable development.
In addition, the company implements the regulatory requirements on the profit distribution and cash dividend policy of Listed Companies in the guidance on the supervision of listed companies No. 3 – cash dividend of listed companies (revised in 2022) issued by the CSRC, so as to further improve the cash dividend system, enhance the transparency of cash dividend and maintain the consistency, rationality and stability of cash dividend policy.
In recent years, the company’s business has grown steadily and its capital demand has increased year by year. The board of directors of the company formulates this plan based on the operation of the company and in combination with the development prospect and strategic plan of the company in the next three years.
2、 Shareholder return planning for the next three years (2022-2024)
1. Principle of profit distribution
The company’s profit distribution policy should pay attention to the reasonable return to investors and take into account the long-term interests and sustainable development of the company. The profit distribution policy should maintain continuity and stability.
2. Form of profit distribution
The company’s profit distribution may be in the form of cash, stocks, a combination of cash and stocks, or other ways permitted by laws and regulations. If conditions permit, the company shall give priority to the profit distribution method of cash dividend.
3. Conditions for profit distribution
(1) Conditions for cash dividends
If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution. The company’s proposed cash dividend shall at least meet the following conditions:
a. The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
b. The distributable profit realized by the company in the year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
c. The company has no major investment plan or major cash expenditure (except for fund-raising projects);
d. The company’s profitability and cash flow can meet the company’s continuous operation and long-term development.
(2) Conditions of stock dividend distribution
According to the annual profit and cash flow, the company can conduct stock dividends on the premise of ensuring the minimum cash dividend ratio and the reasonable size of the company’s share capital and equity structure. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
4. Interval and minimum proportion of cash dividends
Under the condition of meeting the above cash dividend conditions, the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. If conditions permit, the company can make interim cash dividends.
5. Cash dividend policy
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 80%;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 40%;
(3) If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 20%;
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. The company’s differentiated cash dividend shall comply with the conditions for cash dividend in the preceding paragraph.
3、 Decision making and supervision mechanism for planning formulation, implementation and adjustment
1. The board of directors of the company formulates this plan in accordance with relevant laws and regulations, regulatory requirements, the articles of association and specific conditions, fully listens to the opinions of shareholders, independent directors and the board of supervisors, and submits it to the general meeting of shareholders for deliberation and approval before implementation.
2. The board of directors of the company will give full play to the role of decision-making and strategic management, promote and supervise the implementation of the plan, and disclose the formulation and implementation of profit distribution plan in detail in the annual report. If the company fails to formulate the annual profit distribution plan according to this plan, it shall specify the specific reasons, the exact purpose of retained undistributed profits and income in the annual report, and the independent directors shall express independent opinions on this.
3. The company shall comply with the shareholder return plan. If the company is unable to determine the profit distribution plan of the current year in accordance with the established cash dividend policy or the minimum cash dividend ratio due to force majeure or major changes in the external business environment, and the board of directors deems it necessary to adjust the profit distribution policy, after the board of directors formulates the adjustment plan, Submit the adjustment plan to the general meeting of shareholders for deliberation.
4. The company encourages the majority of small and medium-sized investors and institutional investors to actively participate in the decision-making of the company’s profit distribution. The general meeting of shareholders of the company shall fully listen to the opinions and demands of minority shareholders and timely respond to the concerns of minority shareholders before considering the specific scheme of cash dividend.
4、 Annex 1. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, regulatory requirements and the provisions of the articles of association. 2. The board of directors of the company is responsible for the interpretation of this plan.
Shenyang Machine Tool Co.Ltd(000410) board of directors January 27, 2022
