Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040)
Shareholder dividend return planning for the next three years (2022-2024)
In order to further clarify and improve the principle and decision-making mechanism of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as “the company”) for shareholders’ dividend return, enhance the transparency and operability of the profit distribution decision-making mechanism, facilitate shareholders’ supervision of the company’s profit distribution, and effectively protect the legitimate rights and interests of minority shareholders, In accordance with relevant laws and regulations such as the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) According to the provisions of the normative documents and the articles of association of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as the articles of association), the plan for shareholders’ dividend return in Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) the next three years (2022-2024) (hereinafter referred to as the “plan” or “this plan”) is hereby formulated. The specific contents are as follows: first, the formulation principles of this plan
On the premise of complying with relevant national laws and regulations and the articles of association, the plan will follow the principle of paying attention to the reasonable investment return of investors and taking into account the sustainable development of the company, fully consider and listen to the opinions of independent directors, supervisors and public investors, and actively implement a continuous and stable dividend distribution policy in the next three years. 2、 Factors considered in the formulation of this plan
Focusing on strategic objectives and future sustainable development, the company fully considers the company’s current and future profit scale, cash flow status, development stage According to the project investment capital demand, development financing, bank credit and debt financing environment, establish a sustainable, stable and scientific return planning and mechanism for investors, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.
3、 The company’s shareholder dividend return plan for the next three years
(I) form of profit distribution
The company may distribute profits in cash, stocks, a combination of cash and stocks, or other ways permitted by laws and regulations. Among them, in the order of profit distribution, cash dividend takes precedence over stock distribution. If the conditions for cash dividends are met, the company shall give priority to cash dividends for profit distribution. In principle, cash dividends shall be paid once a year, and the board of directors of the company can propose the company to pay Interim Cash Dividends according to the company’s profitability and capital demand.
(II) period interval of profit distribution
On the premise that there are profits available for distribution, in principle, the company shall distribute profits at least once a year within 2 months after the annual general meeting of shareholders is adopted; The company can implement the Interim Cash profit distribution according to the production and operation and capital demand. The board of directors can propose the company to carry out the interim profit distribution according to the company’s capital situation, which shall be carried out within 2 months after the approval of the general meeting of shareholders.
(III) conditions and specific proportion of profit distribution
1. Cash dividend
(1) Conditions for cash dividends
If the following conditions are met, the company shall make cash distribution. If the following conditions are not met, the board of directors of the company may determine whether to make cash distribution according to the actual situation:
① The distributable profit of the company in this year (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive and has sufficient cash flow. The implementation of cash dividends will not affect the subsequent sustainable operation of the company; ② The accumulated profit available for distribution of the company is positive;
③ The audit institution shall issue a standard unqualified audit report on the company’s annual financial report;
④ The company has no major investment plan or major capital expenditure (except for investment projects with raised funds); Major capital cash expenditure refers to: ① the cumulative expenditure of the company’s planned foreign investment, acquisition of assets, purchase of equipment, purchase of land or other transactions in the next 12 months reaches or exceeds 30% of the company’s total audited assets in the latest period.
⑤ There are no other special circumstances that are not suitable for profit distribution approved by the general meeting of shareholders of the company. (2) Proportion of cash dividends
When the conditions for cash dividends are met, the profits that the company should distribute in cash every year shall not be less than 10% of the distributable profits realized in the current year.
When the company formulates the distribution plan, it shall be based on the profits available for distribution in the statements of the parent company. At the same time, in order to avoid over distribution, the company shall determine the specific profit distribution proportion based on the principle of the lower of the distributable profits in the consolidated statements and the statements of the parent company.
If the company repurchases shares in the form of offer and centralized bidding with cash as consideration, the amount of shares repurchased in the current year shall be regarded as the amount of cash dividend and included in the relevant proportion of cash dividend in the current year.
(3) Differentiated cash dividend policy
The board of directors 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, the proportion of cash dividends in this profit distribution shall reach 80% at least;
② If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
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 be at least 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 will formulate or adjust the shareholder return plan within the scope specified in the above profit distribution policy according to its own actual situation and in combination with the opinions of shareholders, especially minority shareholders and independent directors.
2. Conditions of stock dividend distribution
According to the annual profit and cash flow situation, the company can pay attention to the synchronization between the expansion of share capital and the growth of performance on the premise of ensuring the minimum cash dividend ratio and the reasonable size of the company’s share capital and equity structure. On the premise of ensuring the distribution of full cash dividend, the company can distribute profits by means of stock dividend distribution. Where a company uses stock dividends for profit distribution, it shall give shareholders a reasonable return on cash dividends and maintain an appropriate share capital scale, and comprehensively consider the growth of the company, the dilution of net assets per share and other factors. (IV) formulation cycle and relevant decision-making mechanism of shareholder dividend return plan
1. The company shall review the shareholders’ dividend plan at least once every three years. On the premise of complying with relevant laws, regulations and normative documents, make appropriate and necessary modifications to the company’s dividend distribution policy according to the opinions of shareholders (especially public shareholders), independent directors and supervisors, so as to determine the shareholder return plan for this period.
2. The specific plan of the company’s annual profit distribution shall be proposed and formulated by the board of directors in combination with the provisions of the articles of association, profitability, capital demand and shareholder return planning. The board of directors of the company shall fully discuss the rationality of the profit distribution plan, carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and submit it to the general meeting of shareholders for deliberation after forming a special resolution. Independent directors shall express clear opinions on the profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
3. When the general meeting of shareholders of the company deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels, fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders. The dividend plan shall be adopted by more than half of the voting rights held by the shareholders or shareholders’ agents attending the general meeting of shareholders.
4. 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 proportion under the condition of meeting the conditions, the specific reasons and the clear opinions of independent directors shall be disclosed in the annual report. The company’s profit distribution plan for the current year shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
5. The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special instructions and opinions on the implementation of relevant policies and plans for the profit of the year but no profit distribution method is proposed. 4、 Matters not covered in this plan
In case of any matters not covered in this plan or any conflict between this plan and relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
The board of directors of the company shall be responsible for the interpretation of the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) board of directors February 8, 2022
