Henan Qingshuiyuan Technology Co.Ltd(300437)
Shareholder return plan for the next three years (20222024)
In order to improve and perfect the scientific, continuous and stable dividend decision-making and supervision mechanism of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as "the company"), actively repay investors and guide investors to establish the concept of long-term investment and rational investment, In accordance with 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) (zjf announcement [2022] No. 3) and the relevant provisions of the articles of Association, and in combination with the actual situation of the company, The board of directors of the company has formulated the shareholder return plan for Henan Qingshuiyuan Technology Co.Ltd(300437) next three years (20222024) (hereinafter referred to as "the plan"), the specific contents are as follows:
Article 1 considerations of the company in formulating this plan
The company focuses on stable, healthy and sustainable development. Based on the comprehensive analysis of the company's operation and development status, shareholders' wishes, development objectives, social capital cost and external financing environment, the company fully considers the company's current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor's rights financing environment, Establish a sustained, stable and scientific return mechanism for investors, make clear institutional arrangements for the company's profit distribution, and maintain the continuity and stability of profit distribution policies.
Article 2 formulation principles of this plan
On the premise of complying with relevant national laws and regulations and the articles of association, the company's profit distribution policy aims at reasonable return to investors and the sustainable development of the company, ensures the sustainability and stability of profit distribution, and fully considers, listens to and adopts the opinions and demands of the company's independent directors, supervisors and minority shareholders, So as to determine a reasonable profit distribution plan. Article 3 method of profit distribution
The company may distribute dividends in cash, shares, a combination of cash and shares or other legal ways, and cash is preferred.
Article 4 conditions and proportion of cash dividends
On the premise of the company's profit, if the company has no major investment or major expenditure (the amount accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 5 million yuan), the profit shall be distributed in cash, and the profit distributed in cash every year shall not be less than 20% of the distributable profit realized in the current year.
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, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with relevant procedures:
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%.
The company is currently in a growth period.
The "major investment or major expenditure" mentioned in this article refers to the investment or expenditure with an amount of more than 10% of the company's latest audited net assets and an absolute amount of more than 5 million yuan.
The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
Article 5 conditions for distribution of stock dividends
When the company is in good operating condition, the board of Directors considers that the stock price of the company does not match the size of the company's share capital, and the company has real and reasonable factors such as growth and diluted net assets per share, the company can adopt stock dividend for profit distribution.
Article 6 interval of profit distribution
Under the condition of meeting the dividend conditions, the company distributes the profits once a year in principle, but the interim dividend can be carried out according to the company's profitability and capital demand.
Article 7 Profit Distribution decision-making procedure and formulation cycle of the company
When the company formulates the specific profit distribution plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions; Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
The company's profit distribution plan shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors; Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, 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.
The board of supervisors shall supervise the implementation of the company's dividend policy and shareholder return plan and decision-making procedures by the board of directors and management. The board of supervisors shall review the profit distribution plan formulated or modified by the board of directors; If the company makes annual profits but does not propose a cash dividend plan, the board of supervisors shall issue special instructions and opinions on the implementation of relevant policies and plans.
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 the company is unable to determine the dividend plan in accordance with the cash dividend policy and the minimum cash dividend proportion specified in the articles of Association for special reasons, or it is necessary to adjust and change the cash dividend policy determined in the articles of association, it shall be subject to detailed demonstration, independent directors' independent opinions and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders, At the same time, the company shall provide shareholders with online voting methods.
The company shall review the shareholder return plan at least once every three years, make appropriate and necessary modifications to the company's immediately effective dividend distribution policy, determine the shareholder return plan for this period, and the board of directors of the company shall fully consider the company's current profit scale, cash flow status, development stage and current capital demand in combination with specific operating data, Formulate annual or medium-term dividend plan.
Article 8 use arrangement of undistributed profits
The retained undistributed profits of the company are mainly used for project investment, foreign investment, acquisition of assets and equity, purchase of equipment, supplement of working capital and other capital expenditure, gradually expand the production and operation scale, optimize the financial structure, promote the rapid development of the company, realize the company's future planning and development objectives in a planned and step-by-step manner, and finally maximize the interests of shareholders.
Article 9 effective mechanism of the plan
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the relevant provisions of the articles of association. The board of directors of the company shall be responsible for the interpretation of the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Henan Qingshuiyuan Technology Co.Ltd(300437) board of directors March 7, 2022
