Ningbo Zhenyu Technology Co.Ltd(300953)
Shareholder return plan for the next three years (20222024)
In accordance with the company law of the people’s Republic of China, the notice on further implementing matters related to cash dividends of listed companies, the decision on Amending Several Provisions on cash dividends of listed companies and other laws, regulations and normative documents, in order to protect the legitimate rights and interests of investors, realize shareholder value and actively repay investors, Further refine the provisions on profit distribution principles in the Ningbo Zhenyu Technology Co.Ltd(300953) articles of Association (hereinafter referred to as the “articles of association”) to increase the transparency, participation and operability of profit distribution decisions. Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as the “company”) hereby formulates the shareholder return plan for the next three years (20222024), with the specific contents as follows:
1、 Factors considered in the company’s shareholder return planning
The plan focuses on the long-term and sustainable development of the company, comprehensively considers the industry characteristics, actual operation, development objectives, shareholder return, social capital cost and external financing environment of the company, and fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment of the company, Balance the reasonable return on investment of shareholders and the long-term development of the company, and ensure the continuity and stability of profit distribution policy.
2、 Planning principle of dividend return to shareholders of the company
According to the profit distribution policy stipulated in the articles of association, on the basis of the company’s financial stability, the company’s profit distribution should focus on the reasonable return on investment to shareholders.
3、 Method of profit distribution
The company distributes dividends in cash or a combination of cash and stocks, with priority given to cash dividends. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share. The profit distribution of the company shall not exceed the accumulated profit range available for distribution by shareholders, and shall not damage the company’s sustainable operation ability.
4、 Period interval of profit distribution
The company generally distributes profits on an annual basis. If cash dividends are available, the company shall give priority to the distribution of profits in the form of cash dividends; If conditions permit, the company can make interim profit distribution.
5、 Conditions and proportion of dividends
Dividends can be distributed when the following conditions are met:
1. On the premise that the company makes profits in the current year and the accumulated undistributed profits are positive and ensures the company’s sustainable operation and long-term development, if there is no major investment plan or major cash expenditure, the company shall give priority to cash distribution of dividends; In principle, the profits distributed by the company in cash every year shall not be less than 10% of the distributable profits realized in the current year.
2. When the company is in good operating condition and the board of Directors considers that the company’s earnings per share and stock price do not match the size and structure of the company’s share capital, the company can distribute profits by issuing stock dividends on the premise of meeting the above cash dividend ratio. When determining the specific amount of profit distributed by shares, the company shall fully consider whether the total share capital after profit distribution by shares is compatible with the company’s current business scale and profit growth rate, and consider the impact on the future debt financing cost, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
6、 Formulation cycle and adjustment mechanism of shareholder dividend return plan
1. The company shall formulate the shareholder return plan in a three-year cycle. On the basis of summarizing the implementation of the shareholder return plan in the previous three years, the company shall fully consider the factors faced by the company and the opinions of shareholders (especially minority shareholders), independent directors and supervisors to determine whether it is necessary to adjust the company’s profit distribution policy and the shareholder return plan for the next three years.
2. In case of force majeure such as war and natural disasters, or major changes in the company’s external business environment and have a significant impact on the company’s production and operation, or major changes in the company’s own business conditions, or the current specific shareholder return plan affects the company’s sustainable operation, the company may adjust the shareholder return plan according to the basic principles of profit distribution determined in this article, Reformulate the shareholder return plan.
7、 Decision making procedures and mechanisms
The annual profit distribution plan of the company shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. The independent directors shall express independent opinions on the profit distribution plan, which shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
When the general meeting of shareholders deliberates the profit distribution plan, the company shall provide shareholders with online voting methods, 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.
If the company is profitable in the current year and meets the conditions for cash dividends, but the board of directors fails to submit the profit distribution plan to the general meeting of shareholders in accordance with the established profit distribution policy, the reasons for the non cash dividends or the cash distribution lower than the specified proportion, the purpose and use plan of the funds not used for dividends retained in the company shall be disclosed in the resolution announcement of the board of directors and the full text of the annual report, and the independent directors shall express their independent opinions.
8、 Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
9、 This plan shall be interpreted by the board of directors of the company and shall come into force after being deliberated and approved by the general meeting of shareholders of the company Ningbo Zhenyu Technology Co.Ltd(300953) March 22, 2022
