Chengxin Lithium Group Co.Ltd(002240)
Shareholder return planning for the next three years (20222024)
In order to improve and perfect the scientific, stable and sustainable dividend mechanism of Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as the “company”) and effectively protect the legitimate rights and interests of small and medium-sized investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission Regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3) and other relevant laws, regulations and normative documents, as well as the provisions of the Chengxin Lithium Group Co.Ltd(002240) articles of Association (hereinafter referred to as the “articles of association”), the board of directors of the company formulated the plan for shareholders’ dividend return in the Chengxin Lithium Group Co.Ltd(002240) next three years (20222024) (hereinafter referred to as the “plan”), with the specific contents as follows:
1、 Basic principles for formulating the plan
(I) strictly abide by the company law and other laws, regulations, normative documents and the provisions of the articles of Association;
(II) fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors, pay attention to the reasonable return on investment to shareholders and the needs of sustainable development of the company, and maintain the continuity and stability of profit distribution policy;
(III) give priority to cash dividends when meeting the capital needs of the company’s production, operation and sustainable development;
(IV) actively repay investors and further enhance the transparency of the company’s profit distribution, especially the cash dividend policy, so that investors can form a stable return expectation, taking into account the reasonable investment return of investors and the sustainable and good development of the company.
2、 Factors considered in formulating this plan
Based on the characteristics and development trend of the company’s industry, the company formulates this plan, comprehensively considers the actual situation, development objectives, shareholders’ wishes, external financing costs and financing environment of the company, focuses on the long-term and sustainable development of the company, and establishes a sustainable, stable and scientific return mechanism for investors, so as to ensure the continuity and stability of profit distribution policy.
3、 Specific dividend return planning for the next three years (20222024)
(I) profit distribution principle
The profit distribution of the company shall pay attention to the reasonable return on investment to investors, implement a sustained and stable profit distribution system, and take into account the principle of reasonable capital needs of the company, but the profit distribution shall not exceed the scope of the company’s accumulated distributable profits. The company shall formulate a profit distribution plan in line with the requirements of the company’s sustainable development and the principle of interest optimization in combination with the scale of share capital, development prospects, investment arrangements, profit growth, cash flow and other factors.
(II) profit distribution mode
The company may distribute dividends in the form of cash, stock and the combination of cash and stock, and shall give priority to cash distribution. On the premise of fully considering the return of shareholders and effectively protecting the legitimate rights and interests of public shareholders, the company will make profits in the current year. The board of directors will put forward scientific and reasonable cash dividend suggestions and plans and submit them to the general meeting of shareholders for voting. The company shall earnestly guarantee the rights of shareholders of social public shares to participate in the general meeting of shareholders. The board of directors, independent directors and shareholders meeting certain conditions may solicit the voting rights of the general meeting of shareholders from the shareholders of the company.
(III) profit distribution proportion
In the case of profit in the current year, after the company has fully withdrawn the statutory reserve fund and discretionary reserve fund, and meets the profit distribution conditions stipulated in the company law and other laws and regulations, the company shall distribute profits at least once in the current year, and adhere to the principle of giving priority to cash dividends. The cumulative proportion of cash dividends in the current year shall not be less than 10% of the distributable profits realized by the company in the current year, And the accumulated profits distributed 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.
If the company repurchases shares in the form of offer and centralized bidding with cash as consideration, the amount of shares repurchased in the current year shall be regarded as the amount of cash dividend and included in the relevant proportion of cash dividend in the current year.
(IV) conditions for issuing stock dividends
According to the annual profit and cash flow situation, if the company’s profit increases rapidly and has real and reasonable factors such as the growth of the company and the dilution of net assets per share, the company can distribute profits in the form of stock dividend on the basis of ensuring the minimum cash dividend ratio and the reasonable size of the company’s share capital and share structure.
(V) conditions for cash dividends
When the company plans to implement cash dividends, the following conditions shall be met at the same time:
1. The distributable profit of the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
2. The audit institution shall issue a standard unqualified audit report on the company’s annual financial report;
3. The company has no major investment plan or major cash expenditure in the next 12 months.
Under any of the following circumstances, the company may not pay cash dividends in the current year or the proportion of cash dividends may be less than 10% of the distributable profits realized by the company in the current year:
(1) The distributable profit per share realized by the company in that year was less than 0.10 yuan.
(2) The company has major investment plans or major cash expenditures (except for the projects raised funds). Major investment plan or major cash expenditure refers to the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of equipment from the beginning of the year to the next 12 months, which reaches or exceeds 20% of the company’s latest audited net assets and exceeds 50 million yuan.
(3) The asset liability ratio (or parent company) of the audited consolidated statements of the company at the end of the year exceeds 70%.
(4) The net cash flow from operating activities in the consolidated statements of the company in the current year is negative;
(5) The company plans to repurchase shares, and the repurchase amount exceeds 30% of the net assets of the company in the latest audited consolidated statement and exceeds 50 million yuan.
(VI) interval of cash dividends
When the above conditions for cash dividend distribution are met, the company will give priority to cash dividend distribution. In principle, cash dividend will be distributed once a year; However, if conditions permit, the board of directors of the company can propose the company to pay Interim Cash Dividends according to the company’s profitability and capital demand.
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 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 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%;
4. If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it shall be handled in accordance with the provisions of the preceding paragraph.
(VII) decision making procedures and mechanisms for formulating and revising profit distribution policies
1. The company’s profit distribution policy shall be proposed and formulated by the company’s management and the board of directors in combination with the provisions of the articles of association, the company’s profitability, capital demand and shareholder return plan, and shall be submitted to the general meeting of shareholders after being reviewed and approved by the board of directors; Independent directors shall independently express their opinions on the profit distribution policy and make public disclosure.
2. When the board of directors deliberates the specific plan of cash dividend, it shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, the conditions for adjustment and the requirements of decision-making procedures, as well as the measures taken to fully listen to the opinions of independent directors and minority shareholders. Independent directors shall express clear opinions.
3. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
4. If it is really necessary to adjust the profit distribution policy according to the industry regulatory policy, its own business situation, investment planning and long-term development needs, or the external business environment has undergone major changes, it shall take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons in detail, and strictly implement the decision-making procedures. The board of directors of the company may propose to modify the profit distribution policy; When proposing to modify the profit distribution policy, the board of directors of the company shall take the interests of shareholders as the starting point, pay attention to the protection of the interests of investors, and specify the reasons for the modification in the proposal submitted to the general meeting of shareholders. The revised profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
5. The company’s profit distribution policy is an important decision-making matter of the board of directors and the general meeting of shareholders, and shall not be adjusted arbitrarily to reduce the level of return to shareholders. If the company needs to adjust or change the cash dividend policy due to the new regulations issued by the national laws and regulations and the securities regulatory authorities on the profit distribution policy of the listed company and the major changes in the external business environment or its own business conditions, the company shall take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons in detail; The formulation and modification of profit distribution policies by the board of directors of the company shall be adopted by more than half of all directors of the board of directors and more than two-thirds of independent directors, and the independent directors shall express clear opinions.
6. The formulation and modification of the company’s profit distribution policy shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. When the general meeting of shareholders deliberates the formulation and modification of profit distribution policies and the specific scheme of cash dividends, it shall communicate and exchange with shareholders (especially minority shareholders) through various channels, fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in a timely manner; When voting on relevant proposals, in addition to setting up on-site meeting voting, online voting system shall also be provided to shareholders for voting.
4、 Effectiveness and others
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, as well as revision and adjustment.
Chengxin Lithium Group Co.Ltd(002240) board of directors
March 22, 2002
