Anhui Zhongyuan New Materials Co.Ltd(603527)
Shareholder return planning for the next three years (20222024)
In order to further improve and perfect the company’s sustained and stable dividend mechanism and actively repay investors, In accordance with the provisions and requirements of 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 (revised in 2022), the Anhui Zhongyuan New Materials Co.Ltd(603527) company charter (hereinafter referred to as the articles of association) and other relevant documents of the China Securities Regulatory Commission, The board of directors of the company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as the “plan”), with the specific contents as follows:
1、 Planning considerations
The plan is formulated by the company to establish a sustainable, stable, scientific and predictable return plan and mechanism for investors on the basis of comprehensive consideration of business conditions, development objectives, shareholders’ wishes, social capital costs and external financing environment, as well as the company’s current and future profit scale, cash flow status, development stage, project capital demand and other factors, To ensure the continuity and stability of the company’s profit distribution policy.
2、 Formulation principles of planning
1. The formulation of this plan complies with laws and regulations, normative documents and relevant provisions on profit distribution in the articles of association.
2. The formulation of this plan should not only combine with the actual operation situation to ensure the sustainable operation and sustainable development ability of the company, but also pay attention to the stable and reasonable return to investors, and form the final shareholder return plan after fully listening to the opinions of independent directors, supervisors and shareholders (especially minority shareholders).
3、 Shareholder return plan for the next three years (20222024)
1. In the next three years, the company can distribute dividends in the form of cash, stocks and a combination of cash and stocks. When the company has the conditions for cash dividends, it shall give priority to cash dividends for profit distribution; Considering the company’s growth or major capital needs, the company can distribute profits by means of stock dividend on the premise of ensuring the reasonable capital stock scale and ownership structure of the company.
2. The board of directors of the company may propose differentiated cash dividend policies in accordance with the provisions of the articles of association in combination with the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements. When the company distributes profits by combining cash and shares, it shall follow the following principles:
(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. 3. In the next three years, on the premise of meeting the profit distribution conditions specified in relevant laws and regulations, normative documents and the articles of association, the board of directors of the company can propose a medium-term dividend or year-end dividend scheme according to the company’s profitability and capital demand.
4. In accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association, the company will pay cash dividends at least once a year in the next three years on the basis of meeting the conditions for cash dividends and in combination with the company’s sustainable operation and long-term development. 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 according to the company’s annual profit status and future fund use plan.
4、 Planning formulation cycle and decision-making mechanism
1. The board of directors of the company reviews the plan every three years, adjusts it according to national policies and makes timely and reasonable amendments in combination with the actual operating conditions of the company, so as to ensure that the content of the plan does not violate the profit distribution policies determined by relevant laws and regulations, normative documents and the articles of association.
2. The annual profit distribution plan of the company shall be formulated by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. When considering the specific plan for cash dividends, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividends, adjustment conditions and decision-making procedures. Independent directors shall express clear independent opinions on the profit distribution plan. The profit distribution plan can only be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
3. The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special instructions and opinions on the implementation of relevant policies and plans for profit but no profit distribution plan is put forward within the year.
4. After the board of directors deliberates and approves the profit distribution plan, it shall be reported to the general meeting of shareholders for deliberation and approval. When announcing the resolution of the board of directors, the audit opinions of independent directors and the board of supervisors shall be disclosed at the same time.
5. When the general meeting of shareholders deliberates the profit distribution plan, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
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. If it is really necessary to adjust or change the profit distribution policy and shareholder dividend return plan according to the production and operation, investment planning and long-term development needs, it shall take the protection of shareholders’ rights and interests as the starting point, and the adjusted profit distribution policy shall not violate the provisions of relevant laws and regulations, normative documents and the articles of Association; The proposal on adjusting the profit distribution policy shall be expressed by the independent directors and the board of supervisors, submitted to the general meeting of shareholders of the company for approval after deliberation by the board of directors of the company, and passed by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
5、 Supplementary Provisions
1. Matters not covered in this plan shall be implemented in accordance with relevant national laws and regulations, normative documents and the articles of Association; In case of any conflict with the laws and regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the plan shall be revised in time.
2. The board of directors of the company is responsible for the interpretation of this plan.
3. The plan shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company.
Anhui Zhongyuan New Materials Co.Ltd(603527) board of directors March 7, 2022
