Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENG PHARMACEUTICAL CO., LTD.
Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022030
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
About the shareholder return plan for the next three years (20222024)
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 establish and improve a scientific, sustainable and stable shareholder return mechanism, increase the transparency and operability of profit distribution decisions, and effectively protect the legitimate rights and interests of public investors, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. (hereinafter referred to as the “articles of association”) Notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3) and other provisions, combined with the actual situation of the company, The shareholder return plan for the next three years (20222024) (hereinafter referred to as the “plan”) is hereby formulated. The specific contents are as follows:
1、 Factors considered in the formulation of this plan
The company will focus on long-term and sustainable development, comprehensively consider the actual situation and development objectives, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, and establish a sustainable, stable and scientific return planning and mechanism for investors on the basis of fully considering and listening to the requirements and wishes of shareholders, especially small and medium-sized shareholders, So as to make institutional arrangements for dividend distribution to ensure the continuity and stability of dividend distribution policy.
2、 Formulation principles of the plan
The formulation of this plan shall comply with the provisions of the company law and other laws, regulations, normative documents and the articles of association, fully consider and listen to the opinions of independent directors, supervisors and shareholders (especially minority shareholders), and according to the actual business development and capital
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENG PHARMACEUTICAL CO., LTD.
The demand for funds balances the company’s short-term interests and long-term development, and ensures the continuity and stability of the company’s profit distribution policy.
3、 Specific shareholder return plan of the company in the next three years (20222024)
(I) profit distribution form
The company’s profit distribution policy should pay attention to the reasonable investment return to investors, and the profit distribution policy should maintain continuity and stability. The company’s dividend shall be in the form of cash or stock, and priority shall be given to cash distribution, and medium-term cash dividend can be carried out. When the company distributes dividends, it shall withhold and pay the tax payable of shareholders’ dividend income in accordance with the provisions of relevant laws and regulations.
(II) provisions on dividend proportion
If there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash, and the profit distributed in cash shall not be less than 15% of the distributable profit realized in the current year.
When formulating the profit distribution plan, the board of directors shall comprehensively consider the industry characteristics, development stage, business model, profitability and whether there are major capital expenditure arrangements of the company to formulate the profit distribution policy of the company. The profit distribution plan follows the following principles:
1. If the development stage of the company belongs to the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in the profit distribution plan shall reach 20%;
2. If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in the profit distribution plan shall reach 40%;
3. If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in the profit distribution plan shall reach 80%.
4、 The scheme formulation and decision-making mechanism of the plan
(I) when formulating the profit distribution plan, the board of directors of the company shall demonstrate the development stage of the company in combination with the company’s ranking, competitiveness, profit margin and other factors in the same industry.
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENG PHARMACEUTICAL CO., LTD.
Independent directors can solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation.
(II) the specific distribution matters of the company shall be formulated by the board of directors according to the operation of the company and the relevant provisions of the CSRC, and shall be deliberated and approved by the general meeting of shareholders.
(III) if the board of directors of the company fails to make a cash distribution plan for profits in the accounting year, it shall disclose the reasons for the non dividend in the periodic report and the purpose for which the funds not used for dividend are retained in the company, and the independent directors shall express independent opinions on this.
(IV) when 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、 Adjustment mechanism of the plan
(I) in case of major changes in the company’s business environment, if it is necessary to adjust the profit distribution policy, the board of directors of the company shall put forward a proposal on the adjustment of the profit distribution policy according to the actual situation. The proposal on the adjustment of the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, The profit distribution policy adjustment proposal shall be voted by more than half of all members of the board of directors (including more than two-thirds of independent directors) and by more than half of the supervisors. The adjustment plan of profit distribution policy approved by the board of directors and the board of supervisors shall be submitted by the board of directors to the general meeting of shareholders for deliberation.
(II) the board of directors shall demonstrate and explain the reasons for the adjustment in detail in the proposal of the general meeting of shareholders, and the independent directors and the board of supervisors shall express their opinions on the adjustment plan of profit distribution policy. The adjustment plan of the company’s profit distribution policy shall be adopted by more than two-thirds of the shareholders (including shareholders’ agents) attending the general meeting of shareholders. In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary.
It is hereby announced
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of directors
March 6, 2022
