Anhui Genuine New Materials Co.Ltd(603429)
2021-2023 shareholder return plan
In order to further strengthen the awareness of returning shareholders and provide shareholders with sustained, stable and reasonable return on investment, Anhui Genuine New Materials Co.Ltd(603429) (hereinafter referred to as “the company”) in accordance with the notice on further implementation of cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) According to the relevant documents such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement [2022] No. 3 of China Securities Regulatory Commission) and the articles of association of Anhui Genuine New Materials Co.Ltd(603429) company (hereinafter referred to as the “articles of association”), on the basis of fully considering the actual operation and future development needs of the company, The plan for shareholders’ dividend return from 2021 to 2023 (hereinafter referred to as the “plan”) has been formulated. The details are as follows:
1、 Principles of shareholder return planning
According to the company’s strategic objectives and the needs of sustainable development in the future, comprehensively consider the actual situation of the company’s operation and development, the reasonable demands of shareholders, especially small and medium-sized shareholders, the cost of social capital, the company’s cash flow status and other factors, and carefully determine the profit distribution plan in combination with relevant regulatory provisions and the requirements of the articles of association, and ensure the sustainability and stability of the profit distribution policy; When the company has the conditions for cash dividend, the company gives priority to the profit distribution mode of cash dividend.
2、 Shareholder return planning considerations
Based on the long-term and sustainable development of the company, on the basis of comprehensive analysis of the company’s development strategy, profitability, business environment, shareholders’ requirements and wishes, social capital cost, external financing environment and regulatory policies, the company will fully consider the current and future capital, business development, profit scale, development stage Investment capital demand and its own liquidity status, balance the relationship between the sustainable development of business and the comprehensive return of shareholders, establish a sustainable, stable and scientific return mechanism for investors, and maintain the continuity and stability of profit distribution policy.
3、 Specific contents of shareholder return plan in the next three years
(I) profit distribution mode
The company may distribute profits in the form of cash, stock or a combination of cash and stock. When the company meets the conditions for cash dividends, it shall give priority to cash dividends for profit distribution; The use of stock dividends for profit distribution shall have true and reasonable factors.
(II) conditions and proportion of cash dividend distribution
When the profit of the current year and the undistributed profit at the beginning of the year are positive, and there is no major capital expenditure arrangement, the company shall distribute dividends in cash. The accumulated profit distributed in cash in the last three years shall not be less than 30% of the annual distributable profit realized in the last three years. The company may distribute bonus shares while implementing the above cash dividend distribution. The board of directors of the company may propose interim profit distribution.
The above-mentioned major capital expenditure arrangements refer to one of the following circumstances except for the investment projects of funds raised from initial public offering and listed refinancing:
1. The cumulative expenditure of the company’s proposed foreign investment, asset purchase and other transactions in the next 12 months reaches or exceeds 50% of the company’s latest audited net assets and exceeds 30 million yuan.
2. The cumulative expenditure of the company’s proposed foreign investment, asset purchase and other transactions in the next 12 months reaches or exceeds 30% of the company’s latest audited total assets.
(III) conditions of other distribution methods
If the company needs to increase its registered capital due to business needs, or the board of Directors considers that the company’s stock price does not match the size of the company’s share capital, it can propose and implement a stock dividend distribution plan.
(IV) cash dividend policy
After comprehensively considering the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, the board of directors of the company puts 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 proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
(V) deliberation procedure of profit distribution plan
The company’s profit distribution plan shall be reviewed and approved by the board of directors, and submitted to the general meeting of shareholders for approval after being reviewed and approved by two independent directors and expressing independent opinions.
(VI) implementation time of profit distribution
After the profit distribution plan of the company is deliberated and approved by the general meeting of shareholders, the board of directors of the company shall complete the implementation within 2 months.
(VII) adjustment of profit distribution policy
If the external business environment of the company changes significantly, or the existing profit distribution policy affects the sustainable operation of the company, the board of directors of the company can submit a plan to modify the profit distribution policy to the general meeting of shareholders according to the changes of internal and external environment, which will be considered and voted by the general meeting of shareholders.
(VIII) protection of shareholders’ rights and interests
1. Solicit opinions and demands of minority shareholders
(1) Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(2) Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions and demands of minority shareholders. 2. Use plan of undistributed profits
The board of directors of the company shall explain the use plan of retained undistributed profits in the profit distribution plan. If the board of directors of the company has not made a profit distribution plan, it shall explain the reasons for the non dividend and the purpose of the non dividend funds retained in the company, and the independent directors shall express independent opinions on this.
3. Adjustment of profit distribution policy
(1) When proposing to modify the profit distribution policy, the board of directors of the company shall take the interests of shareholders as the starting point, listen to the opinions of independent directors and minority shareholders, pay attention to the protection of the interests of investors, and explain the reasons in detail in the profit distribution policy amendment proposal submitted to the general meeting of shareholders. The revised profit distribution policy shall not violate laws, regulations and regulatory provisions.
(2) The amendment proposal of profit distribution policy proposed by the board of directors of the company shall be reviewed and approved by the board of directors, and reviewed and approved by two independent directors with independent opinions.
(3) The board of supervisors of the company shall review the profit distribution policy formulated or modified by the board of directors of the company. The board of supervisors shall also supervise the implementation of the company’s dividend policy by the board of directors and management.
(4) When the general meeting of shareholders deliberates on the proposal to adjust the profit distribution policy, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
Anhui Genuine New Materials Co.Ltd(603429) board of directors February 22, 2022
