Yunnan Energy Investment Co.Ltd(002053)
Shareholder dividend return planning for the next three years (20222024)
In order to improve and perfect the scientific, continuous and stable dividend decision-making and supervision mechanism of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”), actively repay investors and guide investors to establish the concept of long-term investment and rational investment, according to the company law of the people’s Republic of China 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 (zjf announcement [2022] No. 3) and other laws, regulations, rules and regulations of the CSRC, as well as the relevant provisions of the Yunnan Energy Investment Co.Ltd(002053) articles of Association (hereinafter referred to as the “articles of association”), In combination with the company’s profitability, business development plan and other factors, the board of directors of the company has formulated the plan for shareholders’ dividend return in Yunnan Energy Investment Co.Ltd(002053) next three years (20222024) (hereinafter referred to as “the plan”), with the specific contents as follows:
1、 Factors considered in formulating this plan
Focusing on long-term and sustainable development, the company comprehensively considers the actual situation of the company, development strategic planning, industry development trend and capital demand, and establishes a sustainable, stable and scientific return mechanism for investors on the basis of fully considering the requirements and wishes of shareholders (especially public investors), social capital cost, external financing environment and other factors, To maintain the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
On the premise of complying with relevant national laws and regulations and the articles of association, the plan will pay full attention to the return to investors, maintain the continuity and stability of the company’s profit distribution policy, and take into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The company shall fully consider the opinions of independent directors and public investors in the research, demonstration and decision-making process of profit distribution policy.
3、 Specific shareholder dividend return plan for the next three years (20222024)
(I) form of profit distribution
The company may distribute its profits in cash, shares or a combination of cash and shares, or other ways permitted by laws and regulations, and shall give priority to the distribution of cash dividends. (II) specific conditions and proportion of cash dividends
1. The implementation of cash dividends by the company shall meet the following conditions at the same time
(1) The distributable profit of 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 company’s annual financial report;
(3) The company has no major foreign investment plans (except for projects invested with raised funds) or major cash expenditures in the next 12 months.
Major investment plans or major cash disbursements refer to one of the following situations: ① the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 50% of the company’s latest audited net assets and exceeds RMB 100 million; ② Within the next 12 months, the company plans to invest abroad, acquire assets or purchase assets, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets.
2. Provisions on the proportion of cash dividends
(1) The company shall maintain the continuity and stability of the profit distribution policy. Under the condition of meeting the cash dividend, the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year, and the cumulative profit distributed in cash by the company in any three consecutive years shall not be less than 30% of the annual distributable profit realized in the three years;
(2) The undistributed distributable profits of the current year can be reserved for distribution in subsequent years;
(3) The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
(III) interval of cash dividends
Under the condition of meeting the above cash dividend conditions, the company will actively distribute dividends in cash. In principle, cash dividends will be distributed once a year. The board of directors of the company can propose the company to pay interim dividends according to the company’s current profit scale, cash flow and capital demand. (IV) conditions for issuing stock dividends
When the company is in good operating condition and the board of Directors considers that the company’s earnings per share and stock price do not match the size of the company’s share capital, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When determining the specific amount of profit distributed by shares, the company shall fully consider whether the total share capital after profit distribution by shares is compatible with the company’s current business scale and profit growth rate, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
(V) differentiated cash dividend policy
The board of directors of the company shall comprehensively consider the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, 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.
(VI) decision making procedure and mechanism of profit distribution
1. After the company’s board of directors deliberates and approves the profit distribution plan, the profit distribution matters can be submitted to the general meeting of shareholders for deliberation. When the board of directors deliberates the profit distribution plan, it shall be approved with the consent of more than half of all directors and more than 1 / 2 of independent directors. Independent directors shall express clear opinions on the specific plan of profit distribution.
2. The board of supervisors shall review the specific profit distribution plan proposed by the board of directors and adopt it by more than half of all supervisors of the board of supervisors.
3. When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. If the general meeting of shareholders deliberates on the plan of issuing stock dividends or converting provident fund into share capital, it must be approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
4、 Formulation cycle and relevant decision-making mechanism of shareholder return plan
According to the production and operation, investment planning and long-term development objectives, the company shall review and approve the shareholder dividend return plan at least once every three years, make appropriate and necessary modifications to the dividend distribution policy being implemented by the company in combination with the opinions of shareholders (especially minority shareholders), independent directors and supervisors, and determine the shareholder return plan for this period. The board of directors shall study and explain in detail the reasons for the adjustment of the company’s profit distribution in accordance with the relevant laws and regulations, or the board of supervisors shall strictly explain the reasons for the adjustment of the company’s profit distribution due to the change of the company’s operating environment and operating policies in accordance with the laws and regulations The provisions of the departmental rules and the articles of association shall be adopted by the shareholders’ meeting. 5、 Effective mechanism of the plan
1. The plan shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when it is revised. 2. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
3. The board of directors of the company is responsible for the interpretation of this plan.
Yunnan Energy Investment Co.Ltd(002053) board of directors March 2022
