Holsin Engineering Consulting Group Co.Ltd(603909)
Shareholder return planning for the next three years (20222024)
In order to improve the company’s scientific, sustainable and stable dividend decision-making and supervision mechanism, establish the concept of long-term investment and rational investment, and actively repay investors, according to the company law and 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 (announcement [2022] No. 3 of China Securities Regulatory Commission) and other laws and regulations, as well as the articles of association and other relevant provisions, and comprehensively consider the actual operation and future development needs and other factors, Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as ” Holsin Engineering Consulting Group Co.Ltd(603909) ” or “the company”) the board of directors formulated the company’s shareholder return plan for the next three years (20222024) (hereinafter referred to as “the plan”), with the specific contents as follows:
1、 Considerations of the company in formulating this plan
The company focuses on long-term sustainable development and pays full attention to the reasonable return to investors. On the basis of comprehensively considering the company’s profit scale, business development planning, shareholder return, social capital cost, external financing environment and other factors, the company establishes a sustainable, stable and scientific return mechanism to investors, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
The formulation of this plan shall comply with relevant laws and regulations and the provisions on profit distribution in the articles of association. On the principle of paying attention to the reasonable investment return to shareholders and taking into account the sustainable development of the company, formulate a reasonable shareholder return plan, taking into account the relationship between the short-term interests and long-term development of the company, so as to ensure the continuity and stability of the profit distribution policy.
3、 Specific shareholder return plan for the next three years (20222024)
(I) form of profit distribution
The company may distribute profits in cash, shares, a combination of cash and shares, or other ways permitted by laws, regulations and other normative documents. The company actively promotes the cash distribution mode on the premise that the profit and cash flow can meet the normal operation and long-term development. When using stock dividends for profit distribution, the company shall fully consider its own growth, dilution of net assets per share and other real and reasonable factors.
(II) profit distribution interval and minimum proportion
On the premise of meeting the conditions of profit distribution and ensuring the normal operation and sustainable development of the company, the company will distribute profits once a year in principle. The board of directors of the company can propose the company to distribute profits in the medium term according to the company’s profit status and capital demand.
Under the condition that the company meets the conditions of cash dividend, the profit distributed in cash in each of the next three years shall not be less than 15% of the distributable profit of the parent company in that year. The specific dividend proportion of each year shall be put forward by the board of directors according to the company’s annual profit status and future fund use plan. If the board of directors intends not to pay cash dividends when the company is profitable, or cannot reach the above proportion due to special circumstances, the board of directors shall make a special explanation, and the opinions of independent directors shall be approved by the general meeting of shareholders. At the same time, the company shall provide convenient conditions for online voting for investors, and explain and disclose them in accordance with relevant regulations.
(III) 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 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. The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends. The above major investment plan or major cash expenditure refers to that the cumulative expenditure of the company’s planned foreign investment, acquisition of assets or purchase of fixed assets in the next 12 months reaches or exceeds 10% of the company’s latest audited net assets. 4、 System and implementation of profit distribution plan
1. The company’s annual profit distribution plan is proposed and drafted by the company’s management and the board of directors in combination with the articles of association, profitability, capital demand and shareholder return plan, and submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors. Independent directors express independent opinions on the profit distribution plan.
2. When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it 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. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
3. If the company is profitable in the current year and the board of directors does not propose a profit distribution plan in cash, the reasons shall be explained. The funds not used for dividend shall be retained in the purpose and use plan of the company, and the independent directors shall give independent opinions. After being reviewed and approved by the board of directors, they shall be submitted to the general meeting of shareholders for approval. At the same time, when the general meeting of shareholders is held, the company shall provide online voting and other means to facilitate the participation of minority shareholders in the voting of the general meeting of shareholders. If the company distributes the company’s profits in cash, the company shall deduct the dividends from the funds occupied by the shareholders.
4. After the general meeting of shareholders makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within two months after the general meeting of shareholders is held.
5、 Adjustment mechanism of profit distribution planning of the company
If the company needs to adjust the profit distribution policy 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. The company also provides online voting to facilitate minority shareholders to participate in the voting of the general meeting of shareholders.
6、 Implementation 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 Holsin Engineering Consulting Group Co.Ltd(603909) March 22, 2022
