Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Shareholder dividend return plan for the next three years (20222024)
In order to further enhance the transparency of the company’s profit distribution policy, improve and improve the company’s profit distribution decision-making and supervision mechanism, maintain the continuity and stability of the profit distribution policy, protect the legitimate rights and interests of investors and facilitate investors to form stable return expectations, According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the CSRC The notice on forwarding matters related to the further implementation of cash dividends of listed companies (zjssz [2012] No. 138 document) issued by Zhejiang regulatory bureau of CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (announcement [2022] No. 3 of China Securities Regulatory Commission) and the articles of association of the company And other relevant regulations, and comprehensively considering the enterprise profitability, business development planning, shareholder return, social capital cost, external financing environment and other factors, the company has formulated the shareholder dividend return plan for the next three years (20222024) (hereinafter referred to as the “shareholder return plan”), as follows: first, the factors considered by the company in formulating the shareholder dividend return plan
The board of directors of the company shall formulate plans according to the profit distribution policies determined in the articles of association. According to the characteristics of the industry, development stage and its own business model, profitability, capital demand and other factors, when formulating the cash dividend plan, the company actively discussed and communicated with shareholders on the cash dividend plan through public solicitation of opinions or holding demonstration meetings, and widely listened to the opinions of independent directors and shareholders, On the basis of fully considering the interests of shareholders, deal with the relationship between the company’s short-term interests and long-term development, and determine a reasonable profit distribution plan. And accept the supervision of shareholders.
Focusing on the strategic development objectives and future sustainable development, the company makes institutional arrangements for profit distribution on the basis of comprehensively considering the actual situation of the company’s operation and development, the reasonable demands of shareholders, social capital cost, external financing environment, the company’s cash flow status and other factors, so as to ensure the sustainability and stability of dividend distribution policy. 2、 Formulation principles of dividend return plan for shareholders of the company
1. The profit distribution of the company pays attention to the reasonable return on investment to shareholders, and distributes dividends to shareholders according to the specified proportion of distributable profits realized in the current year every year;
2. The company’s profit distribution policy maintains continuity and stability, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company;
3. The company will correctly handle the relationship between the company’s short-term interests and long-term development and determine a reasonable dividend distribution plan on the basis of fully considering the interests of shareholders according to the current operation and the capital demand plan of project investment every year;
4. If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied;
5. When formulating profit distribution policies, the company shall perform the decision-making procedures specified in the articles of association. The board of directors shall conduct special research and demonstration on the return of shareholders, formulate a clear and clear return plan for shareholders, and explain in detail the reasons for the planning arrangement;
6. The company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan reviewed and approved by the general meeting of shareholders. 3、 The company’s shareholder dividend return plan for the next three years (20222024)
1. The company may distribute profits in cash, stocks, a combination of cash and stocks, or other ways permitted by laws and regulations.
2. In accordance with the provisions of the company law and other relevant laws and regulations and the articles of association, after the company has fully withdrawn the statutory reserve fund and discretionary reserve fund, and on the premise that the company’s cash flow meets the company’s normal operation and development plan, the company will give priority to cash distribution of dividends in the next three years (20222024) when the company makes profits in the current year and the accumulated undistributed profits are positive, The profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year. The specific dividend proportion of each year shall be proposed by the board of directors of the company according to the annual profit status and future fund use plan of the company, which shall be deliberated and decided by the general meeting of shareholders of the company.
3. After the end of each fiscal year, the company’s board of directors shall propose a dividend plan and submit it to the general meeting of shareholders for voting. The board of directors of the company may propose that the company conduct Interim Cash Dividends according to the company’s current profit scale, cash flow status, development stage and capital demand. The company accepts the suggestions and supervision of all shareholders, independent directors and supervisors on the company’s dividend.
4. If the company’s operating income increases rapidly and the board of Directors considers that the stock price of the company does not match the size of the capital stock, it can distribute dividends by means of stock dividends under the condition of meeting the above cash dividend distribution. 4、 Formulation cycle and relevant decision-making mechanism of shareholder return planning
According to the profit distribution policy determined in the articles of association, the board of directors of the company shall review the plan at least once every three years on the basis of fully considering the company’s profit scale, business development plan, social capital cost, external financing environment and the company’s cash flow situation, so as to ensure the continuity, stability and scientificity of the profit distribution policy.
If the company needs to adjust the profit distribution policy according to the production and operation, investment plan and long-term development, or due to major changes in the external business environment or its own business conditions, the board of directors shall formulate the profit distribution adjustment policy based on the protection of shareholders’ rights and interests, and demonstrate and explain the reasons in detail in the proposal of the shareholders’ meeting, Independent directors shall express independent opinions on this. The adjusted profit distribution policy shall not violate the provisions of the CSRC and the stock exchange; After being deliberated by the board of supervisors and the board of directors, the proposal on the adjustment of profit distribution policy shall be submitted to the general meeting of shareholders for deliberation and approval by special resolution. 5、 Information disclosure of profit distribution of the company
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.
Whether the adjustment or compliance of the cash dividend policy should be explained in detail. 6、 Solicitation of shareholders’ opinions on profit distribution
The Securities Affairs Department of the company is responsible for the management of investor relations, answering the daily consultation of investors, fully soliciting the opinions and demands of shareholders, especially minority shareholders, on the dividend return planning and profit distribution of the company’s shareholders, and timely answering the concerns of minority shareholders.
7、 Effectiveness and others
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 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.
Zhejiang Yonghe Refrigerant Co.Ltd(605020) board of directors March 4, 2022
