Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-018 Qianhe Condiment And Food Co.Ltd(603027)
About the shareholder return plan for the next three years (2022-2024)
Announcement of
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. In order to improve and improve the company’s dividend mechanism, effectively protect the legitimate rights and interests of investors, realize shareholder value and give stable returns to investors, in accordance with the notice on matters related to the further implementation of cash dividends of listed companies and the supervision guidelines for listed companies No. 3 – cash dividends of listed companies and other relevant provisions of the CSRC, and in combination with the company’s business plan and capital needs in the next three years, The board of directors of the company has formulated the dividend return plan for shareholders in Qianhe Condiment And Food Co.Ltd(603027) the next three years (2022-2024), which has been deliberated and adopted at the fifth meeting of the Fourth Board of directors. The proposal will take effect after being submitted to the general meeting of shareholders of the company for deliberation and approval. The plan is as follows:
1、 Formulation principles of the plan
The formulation of this plan shall comply with the provisions of relevant laws and regulations and the articles of association. The opinions of minority shareholders, supervisors and independent directors shall be fully listened to in the decision-making or demonstration process of the formulation or adjustment of profit distribution policies and plans.
This plan is based on the comprehensive analysis of the company’s industry characteristics, development stage, its own business model, profitability, whether there are major capital expenditure arrangements, capital cost and financing environment, shareholders’ requirements and wishes, and the arrangement made on the basis of balancing the reasonable investment return of shareholders and the long-term development of the company.
2、 Considerations for developing this plan
The company formulates this plan, focusing on the long-term and sustainable development of the company. Based on the comprehensive analysis of the actual operation and development of the company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, the company fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand Establish a sustainable, stable and scientific return mechanism for investors, so as to make institutional arrangements for profit distribution on the basis of balancing the short-term and long-term interests of shareholders, so as to maintain the continuity and stability of profit distribution policy.
3、 The company’s shareholder return plan for the next three years (2022-2024)
(I) profit distribution principle
The company implements a positive profit distribution policy. The company’s profit distribution should pay attention to the reasonable return on investment to investors, take into account the long-term and sustainable development of the company, and the profit distribution policy should maintain continuity and stability. The company’s profit distribution shall not exceed the scope of accumulated profits available for distribution and shall not damage the company’s sustainable operation ability. When formulating profit distribution policies, especially cash dividend policies, the company shall perform necessary decision-making procedures.
(II) form and interval of profit distribution
The company may distribute dividends in the form of cash, shares or a combination of cash and shares, but cash dividends shall take priority. The company generally carries out annual dividend, and the board of directors of the company can also propose medium-term dividend according to the capital demand of the company.
(III) conditions and proportion of profit distribution
1. Cash dividend conditions
The company’s implementation of cash profit distribution shall at least meet the following conditions:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
When the above conditions are met at the same time, the company shall distribute profits in cash. The profit distribution of the company shall not exceed the scope of accumulated distributable profits. The profit distributed by the company in cash every year shall not be less than 20% of the distributable profits attributable to the shareholders of the company realized in the consolidated statements in the current year. Undistributed distributable profits can be reserved for distribution in subsequent years and used to ensure the normal production and operation of the company and support the sustainable development of the company.
Whether there are major capital (except for investment projects with raised funds) expenditure arrangements and other factors, 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%.
3. Conditions of stock dividend distribution
According to the accumulated distributable profits, accumulation fund and cash flow, the company can distribute dividends by issuing stock dividends and other means in order to keep the expansion of the total number of shares matched with the growth of performance on the premise of ensuring the reasonable minimum cash dividend proportion and the total number of shares of the company. When issuing stock dividends, the company should pay attention to keeping pace with the expansion of share capital and performance growth. When the company is faced with net capital constraints or insufficient cash flow, it can consider adopting the profit distribution mode of issuing stock dividends. The company’s use of stock dividends for profit distribution should also have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
4. If a shareholder occupies the company’s funds in violation of regulations, the cash dividend distributed by the shareholder shall be deducted to repay the funds occupied.
(IV) procedure for formulating profit distribution plan
1. Formulation of profit distribution plan
The profit distribution plan of the company shall be formulated by the board of directors.
In the process of formulating the specific plan, the board of directors shall fully study and demonstrate the timing, conditions, minimum proportion and decision-making procedure requirements of the company’s cash dividend, and fully listen to the opinions of minority shareholders, independent directors, supervisors and senior managers of the company through various channels. Independent directors shall express clear opinions on the profit distribution plan, and the company shall announce the opinions of independent directors when issuing the notice of convening the general meeting of shareholders.
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. Consideration of profit distribution plan
The profit distribution plan shall be reviewed and approved by the board of directors and the board of supervisors of the company, and then submitted to the general meeting of shareholders for deliberation. When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through on-site, telephone, company website, exchange interactive platform and other media, 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 consideration of profit distribution plan shall adopt the combination of on-site voting and online voting to provide convenience for minority shareholders.
The board of directors must implement the profit distribution plan within 2 months after the general meeting of shareholders deliberates and approves the profit distribution plan. (V) adjustment of profit distribution plan
If the company’s own production and operation status or external business environment changes significantly, the company’s existing profit distribution policy will affect the company’s sustainable operation, or it is really necessary to adjust the company’s profit distribution policy according to the company’s investment planning and long-term development, the company can adjust the profit distribution policy.
If the company adjusts the established profit distribution policy specified in the articles of association, especially the cash dividend policy, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; In addition, the proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and can be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company. This matter must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
The board of directors shall hold special discussions on adjusting profit distribution policies and fully listen to the opinions of minority shareholders, independent directors, supervisors and senior managers of the company through various channels. Independent directors shall express clear opinions on the profit distribution adjustment plan, and the company shall announce the opinions of independent directors when issuing the notice of convening the general meeting of shareholders.
When the general meeting of shareholders deliberates on the profit distribution policy, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through the media such as on-site, telephone, company website and exchange interactive platform, 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.
When considering the adjustment plan of profit distribution policy, the combination of on-site voting and online voting should be adopted to provide convenience for minority shareholders. When necessary, independent directors may publicly solicit the voting rights of minority shareholders.
(VI) disclosure of profit distribution plan
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear and clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected.
(VII) others
Matters not covered in this shareholder return plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The shareholders’ return plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, as well as revision and adjustment.
It is hereby announced.
Qianhe Condiment And Food Co.Ltd(603027) board of directors February 24, 2022
