Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Shareholder return planning for the next three years (2022-2024)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to further increase the transparency of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as “the company”) profit distribution policy, improve and improve the company’s profit distribution decision-making and supervision mechanism, maintain the continuity and stability of profit distribution policy, protect the legitimate rights and interests of investors, facilitate investors to form stable return expectations, and guide investors to establish a long-term and rational investment concept, According to the decision on Amending Several Provisions on cash dividends of listed companies (Order No. 57 of the CSRC), the notice 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 (CSRC announcement [2022] No. 3) and other relevant documents, as well as the relevant provisions of the Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) articles of Association (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, hereby formulate the Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) shareholder return plan for the next three years (2022-2024) (hereinafter referred to as the “plan”), The specific contents are as follows: I. factors considered by the company in formulating this plan
Focusing on the company’s long-term and sustainable development, according to the company’s profit situation and the actual needs of production and operation development, combined with the reasonable return to investors, shareholders’ requirements and wishes, the company implements a positive profit distribution policy and attaches importance to the reasonable return on investment to investors, so as to maintain the continuity and stability of the profit distribution policy.
2、 Principles of the company in formulating the plan
The company maintains the continuity and stability of the profit distribution policy, takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company, pays attention to the reasonable investment return to investors, and ensures that the plan complies with the relevant provisions of laws and regulations.
3、 Specific planning of the company’s return to shareholders in the next three years (2022-2024)
1. Profit distribution form of the company
The company may distribute profits in the form of cash, stocks and a combination of cash and stocks. The distribution method is mainly cash dividend.
Under the condition that the cash flow of the company can meet the normal capital needs and sustainable development of the company, except for special circumstances, the company adopts the cash method to distribute profits when the parent company’s statement caliber is profitable in the current year and the accumulated undistributed profits are positive.
Special circumstances refer to: the net cash flow generated by the company’s operating activities in the current year is negative according to the consolidated statement; In the current year or within the next 12 months, the single amount expenditure of investment projects such as internal investment, external investment or acquisition of assets reaches or exceeds 10% of the company’s latest audited net assets.
2. Proportion and time interval of cash dividends of the company
Under the condition of meeting the capital needs of profit distribution and normal production and operation of the company, if there is no significant adverse change in the external business environment and operating conditions of the company, the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in that year, and the cumulative profit distributed in cash by the company for three consecutive years shall not be less than 30% of the annual distributable profit realized in that three years.
3. Differentiated cash dividend policy
The board of directors of the company comprehensively considers the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements (except for fund-raising projects), distinguishes the following situations, and puts forward a cash dividend policy in line with the actual situation of the company 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%;
The specific development stage of the company in the actual dividend distribution shall be determined by the board of directors according to the specific circumstances. 4. Formulation and implementation of profit distribution plan
After the end of each fiscal year, the company’s board of directors shall propose a profit distribution plan and submit it to the general meeting of shareholders for deliberation. The company accepts the suggestions and supervision of all shareholders, independent directors and the board of supervisors on the company’s profit distribution plan. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
5. Decision making mechanism of shareholder return planning
(1) After the end of each fiscal year, the board of directors of the company shall formulate a profit distribution plan according to the business development and operating performance of the company. During the demonstration of the profit distribution plan, the board of directors of the company shall fully discuss with independent directors and form a profit distribution plan on the basis of considering the sustained, stable and scientific return to all shareholders.
(2) When the board of directors of the company reviews the profit distribution plan, it shall be approved by more than half of all directors, and the independent directors shall express clear and independent opinions on the profit distribution plan.
(3) Before the general meeting of shareholders deliberates on the profit distribution plan, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
(4) After the board of directors and the board of supervisors consider and approve the profit distribution plan, it shall be submitted to the general meeting of shareholders for deliberation and approval, and shall be approved by more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. During the deliberation of the general meeting of shareholders, the company shall provide online voting and other means to facilitate the participation of public shareholders in the voting of the general meeting of shareholders.
(5) If the company does not disclose the exact purpose of cash dividends and the specific reasons for the non disclosure of the company’s cash dividends at the annual general meeting of the board of directors, but does not disclose the specific reasons for the special purpose of the company’s investment and profit after the annual general meeting of the board of directors.
6. Decision making procedure for adjusting profit distribution policy
If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, the board of directors of the company shall conduct research and demonstration according to the actual situation, explain the reasons in detail in combination with industry competition, the company’s financial situation, the company’s capital demand planning and other factors, and put forward a proposal for adjusting the profit distribution policy, which shall be deliberated by the board of directors After the deliberation of the board of supervisors, it shall be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. The independent directors shall express clear independent opinions on this. When adjusting the profit distribution policy, the company shall provide online voting and other means to facilitate the public shareholders to participate in the voting of the general meeting of shareholders.
The adjusted profit distribution policy shall take the protection of shareholders’ rights and interests as the starting point, and shall not violate the relevant provisions of the CSRC and the stock exchange.
4、 Other
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The plan is formulated and revised by the board of directors of the company and takes effect from the date of deliberation and approval by the general meeting of shareholders.
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) board of directors
February 11, 2022
