Securities code: 002986 securities abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Announcement No.: 2022-025 Hunan Yussen Energy Technology Co.Ltd(002986)
Shareholder return planning for the next three years (2022-2024)
In order to further improve and perfect the shareholder return mechanism of Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as ” Hunan Yussen Energy Technology Co.Ltd(002986) ” or “the company”), increase the transparency and operability of profit distribution policy decisions, and safeguard the legitimate rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China The requirements of laws, regulations and normative documents such as 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 (revised in 2022) (zjf announcement [2022] No. 3) and the provisions of the articles of association of the company, On the basis of fully considering the actual operation situation and future development needs, the shareholder return plan for Hunan Yussen Energy Technology Co.Ltd(002986) the next three years (2022-2024) (hereinafter referred to as “the plan”) is formulated, with the specific contents as follows:
1、 Considerations for the formulation of this plan
Focusing on long-term and sustainable development, the company comprehensively analyzes the actual operation status, development strategy, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, and fully considers the company’s current and future profit scale, cash flow status, development stage and project investment capital demand, so as to establish a sustainable, stable Scientific return planning and mechanism to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
The formulation of this plan shall comply with the provisions of relevant laws and regulations, normative documents and the articles of association, pay attention to the reasonable return to investors and take into account the sustainable development of the company, and fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors through various channels in combination with the actual situation of the company. 3、 Specific plan for shareholder return in the next three years (2022-2024)
(I) profit distribution form and period interval
The forms of dividend distribution of the company mainly include cash, stock and the combination of cash and stock. When the company meets the profit distribution conditions stipulated in the articles of association, it shall distribute dividends in cash. If conditions permit, the company may distribute Interim Cash dividends.
(II) specific conditions and proportion of profit distribution
The company makes profits in the current year. After withdrawing the statutory reserve fund and surplus reserve fund according to law, if there is no major investment plan or major cash expenditure, the annual cash dividend amount shall not be less than 30% of the distributable profits realized in the current year (excluding the undistributed profits at the beginning of the year).
The above major investment plan or major cash expenditure refers to one of the following situations:
1. The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited net assets and exceeds 50 million yuan;
2. The company plans to invest abroad, acquire assets or purchase equipment in the next 12 months, and the cumulative expenditure reaches or exceeds 20% of the company’s latest audited total assets.
If the profit of the company’s cash dividend in the current year has exceeded 30% of the distributable profit realized in the current year, or the profit to be distributed in cash in the profit distribution plan exceeds 30% of the distributable profit realized in the current year, the company can distribute the profit in the form of shares.
(III) differentiated cash dividend policy
The board of directors of the company shall comprehensively consider the characteristics of the company’s industry, 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. (IV) deliberation procedure of profit distribution plan
1. The company’s profit distribution plan shall be formulated by the board of directors in accordance with the provisions of laws, regulations and normative documents, combined with the company’s profitability, capital demand and shareholder return planning, and the rationality of the profit distribution plan shall be fully discussed. The independent directors shall express independent opinions, form a special resolution and submit it to the general meeting of shareholders for deliberation;
2. When the company formulates the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions. 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. During the decision-making and demonstration of the profit distribution plan, the board of directors of the company can communicate and exchange with minority shareholders through telephone, fax, letter, e-mail, investor relations interactive platform on the company’s website, fully listen to their opinions and demands, and respond to their concerns in time.
(V) adjustment mechanism of profit distribution plan
1. The company shall review the shareholder return plan for the next three years at least once every three years, fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors through various channels, and make appropriate adjustments to the dividend distribution policy being implemented by the company to determine the shareholder return plan for this period;
2. If the company makes annual profits but does not put forward a cash profit distribution plan, the board of directors of the company shall disclose in the periodic report the reasons for not implementing profit distribution or that the plan for profit distribution does not include the method of cash distribution and the specific purpose of retained funds, and the independent directors of the company shall express independent opinions on this;
3. If the state laws and regulations and the securities regulatory authorities issue new regulations on the dividend policy of listed companies or the current profit distribution policy is indeed inconsistent with the company’s production and operation, investment planning and long-term development objectives, the profit distribution policy can be adjusted. The proposal for adjusting the profit distribution policy shall specify the reasons for adjusting the profit distribution policy. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange. The relevant proposals for adjusting the profit distribution policy shall be proposed by the board of directors of the company and submitted to the general meeting of shareholders of the company for deliberation and approval after being deliberated and approved by the board of supervisors of the company;
4. The resolution of the board of directors on the profit distribution policy or its adjustment must be approved by more than half of all directors and more than half of the independent directors. Independent directors shall express independent opinions on profit distribution policies;
5. The resolution of the board of supervisors on the profit distribution policy or its adjustment must be adopted by more than half of all supervisors;
6. A resolution made by the general meeting of shareholders on the profit distribution policy or its adjustment must be adopted by more than half of the voting rights held by the shareholders attending the meeting. If the cash dividend policy determined by the articles of association and the shareholder return plan is adjusted or changed, it shall be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. When the general meeting of shareholders of the company deliberates the adjustment of profit distribution policy, it shall arrange to facilitate the participation of small and medium-sized investors in the general meeting of shareholders through online voting system and other means.
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 board of directors of the company shall be responsible for the interpretation of this plan, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
Hunan Yussen Energy Technology Co.Ltd(002986) board of directors
February 23, 2022
