Securities code: 000876 securities abbreviation: New Hope Liuhe Co.Ltd(000876) Announcement No.: 2022-14 bond Code: 127015127049 bond abbreviation: hope to convert bonds, hope to convert 2
With regard to the announcement on the shareholder dividend return plan for the next three years (2022-2024), the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
In order to improve and perfect the company's scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay shareholders, and guide investors to establish the concept of long-term investment and rational investment, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) of China Securities Regulatory Commission According to the provisions of laws and regulations such as CSRC announcement [2013] No. 43 "guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies" and the articles of association, the board of directors of the company hereby formulates the shareholder return plan for the next three years in combination with the company's profitability, business development plan, shareholder return, social capital cost and external financing environment. The specific contents are as follows: I Principles for the formulation of the plan
While maintaining the continuity and stability of the company's profit distribution policy, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company, giving full consideration to the return to investors, distributing dividends to shareholders according to a certain proportion of the profits available for distribution of the parent company in the current year, and complying with the consolidated statements The parent company's statements can be distributed according to the principle of the lower of the distributable profits, and the profit distribution method of cash dividend is preferred.
2、 Factors considered in formulating this plan
The company's shareholder return plan for the next three years is based on the comprehensive analysis of the overall strategic development plan, social capital cost, external financing environment and other factors, and fully considers the company's current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit financing environment and other conditions, The arrangement made on the basis of balancing the short-term interests and long-term interests of shareholders.
3、 Company profit distribution policy
(i) Profit distribution principle
The profit distribution of the company shall pay attention to the reasonable return on investment to the public shareholders, take sustainable development and safeguarding the shareholders' rights and interests as the purpose, maintain the continuity and stability of the profit distribution policy, and comply with the relevant provisions of laws and regulations. The board of directors and the general meeting of shareholders shall fully listen to the opinions of independent directors and minority shareholders and strictly perform the obligation of information disclosure in the specific conditions, decision-making procedures and demonstration process of adjusting the profit distribution policy; The company's profit distribution shall not exceed the scope of accumulated distributable profits.
（2） Profit distribution mode and priority
The profit distribution of the company may take the form of cash, stock, combination of cash and stock or other means permitted by law; If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution. In the distribution of profits, cash dividends take precedence over stock dividends; If conditions are met, the company can make interim dividends according to the actual operation.
（3） Conditions for cash dividends of the company
If there is no major investment plan or major capital expenditure, and the audit institution issues a standard unqualified audit report on the company's annual financial report, the company shall implement cash dividends.
（4） Cash dividend ratio
The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
（5） Conditions for issuing stock dividends
According to the accumulated distributable profits, accumulation fund and cash flow, on the premise of ensuring full cash dividends and reasonable scale of the company's share capital, and considering the company's growth, diluted net assets per share and other reasonable factors, the company can distribute profits by issuing stock dividends. The specific dividend proportion shall be considered and approved by the board of directors, Submit to the general meeting of shareholders for resolution. （6） Differentiated cash dividend policy
The board of directors of the company shall comprehensively consider the industry characteristics, 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 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 at least reach 40%;
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 at least reach 20%;
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.
The specific stage of the company's actual dividend distribution shall be determined by the board of directors according to the specific circumstances.
（7） Decision making mechanism of company profit distribution scheme
When the company formulates a specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, 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 approved by the board of directors shall be submitted to the general meeting of shareholders for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall communicate and exchange with shareholders, especially minority shareholders, through investor telephone, e-mail, investor interaction platform and other channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
（8） The company's decision-making mechanism for adjusting profit distribution policy:
1. If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, or the external business environment changes, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
2. When the company adjusts relevant profit distribution policies, it shall widely solicit the opinions of shareholders, especially small and medium-sized shareholders, through various channels such as investor telephone, e-mail and investor interaction platform; Independent directors shall express independent opinions on the adjustment of profit distribution policies.
3. When the general meeting of shareholders deliberates the proposal on adjusting the profit distribution policy proposed by the board of directors, the company shall arrange to facilitate the participation of public shareholders in the general meeting of shareholders through online voting methods such as the trading system of the stock exchange and the Internet voting system. The proposal of the general meeting of shareholders to review and adjust the profit distribution policy shall be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. （9） If the board of directors does not make a profit distribution plan for cash dividends, the company shall disclose the reasons for the non dividend, the purpose and use plan of the funds not used for dividends retained in the company in the periodic report. The independent directors shall express independent opinions on this, and the company shall disclose the implementation of the cash dividend policy in the reporting period.
（10） The undistributed profits retained by the company are mainly used to supplement the company's working capital, invest in R & D technological transformation and foreign investment, so as to expand the production and operation scale, optimize the financial structure, promote the rapid development of the company, ensure the preservation and appreciation of shareholders' assets, and finally maximize shareholders' interests.
（11） If a shareholder illegally occupies the company's funds, the company shall deduct the cash dividend distributed to the shareholder when implementing the cash dividend to repay the company's funds occupied by him.
4、 The company's specific shareholder return plan for the next three years (2022-2024) 1. The company will implement a sustained and stable profit distribution policy, using the combination of cash, stock, cash stock or other methods permitted by law.
2. In the next three years, the company will actively distribute profits in cash. Under the conditions of complying with the provisions of relevant laws and regulations, the articles of association and cash dividends, the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years.
3. The company shall review the return plan at least once every three years, fully listen to and consider the opinions of investors (especially small and medium-sized investors), independent directors and supervisors, and make appropriate and necessary modifications to the dividend distribution policy being implemented by the company to determine the return plan for this period.
5、 The plan shall come into force and be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when revising.
New Hope Liuhe Co.Ltd(000876) board of directors January 7, 2002
