Tianshui Zhongxing Bio-Technology Co.Ltd(002772) shareholder return plan for the next three years (20222024)
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Shareholder return plan for the next three years (20222024)
In order to further improve and perfect the decision-making procedures and mechanism of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) on profit distribution, enhance the transparency of the company’s cash dividend, provide continuous, stable and reasonable return on investment for shareholders, and effectively protect the legitimate rights and interests of investors, in accordance with the company law, the securities law and the notice on further implementing matters related to cash dividend of listed companies According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association, on the basis of fully considering the actual operation and future development needs of the company, the company has formulated the shareholder return plan for the next three years (20222024), with the specific contents as follows:
1、 Considerations of the company in formulating this plan
The company focuses on long-term and sustainable development, takes the interests of shareholders as the starting point, pays attention to the protection of the interests of investors, and gives investors stable returns. After comprehensively considering the industry characteristics, development stage, the company’s development strategic planning, profitability, social capital cost, external financing environment, shareholders’ requirements and wishes and other factors, balance the reasonable return on investment of shareholders with the long-term development of the company, and make institutional arrangements for profit distribution, so as to establish a sustainable, stable and scientific return mechanism for investors and ensure the continuity and stability of the company’s profit distribution policy.
2、 Formulation principles of the plan
The formulation of this plan shall comply with relevant laws and regulations and the provisions of the articles of association on profit distribution policies. The company implements an active profit distribution policy and formulates a reasonable shareholder return plan on the basis of paying attention to the reasonable return on investment to shareholders and taking into account the sustainable development of the company, so as to ensure the continuity and stability of the profit distribution policy. The company implements a continuous and stable profit distribution policy. The profit distribution of the company should pay attention to the reasonable investment return to investors and give consideration to the sustainable development of the company. On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, the company should pay attention to cash dividends.
1. The company attaches importance to the reasonable return on investment to investors and implements a sustained and stable profit distribution policy; The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability;
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) shareholder return plan for the next three years (20222024)
2. The formulation of the company’s shareholder return plan needs to fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors;
3. On the premise of meeting relevant conditions, the company will give priority to profit distribution in the form of cash dividends in the next three years.
3、 Shareholder return plan for the next three years (20222024)
1. Form of profit distribution: in the next three years, the company will distribute profits in cash, stock, combination of cash and stock or other ways permitted by laws and regulations. If the company’s profit distribution is less than 10% of the current year’s profit, the cash distribution method shall be preferred if it meets the conditions of cash distribution; Where stock dividends are used for profit distribution, real and reasonable factors such as the growth of the company and the dilution of net assets per share shall be considered.
2. Time interval of profit distribution: in principle, the company will pay dividends once a year in the next three years when the conditions for profit distribution are met. If the board of directors of the company fails to make an annual profit distribution plan, it shall disclose the reasons for the non dividend in the periodic report, and the independent directors shall express independent opinions on it. The board of directors of the company may, in combination with the operation of the company, give full consideration to the company’s profit scale, cash flow status, development stage and current capital demand, and put forward a plan for the company’s medium-term cash bonus in combination with the opinions of shareholders (especially public shareholders), independent directors and the board of supervisors, which shall be implemented after being voted by the general meeting of shareholders of the company.
3. Proportion of cash dividends: in the next three years, if there is no major investment plan or major cash expenditure, the annual profit distributed by the company in cash shall not be less than 10% of the distributable profit realized in the current year, or the cumulative profit distributed in cash in the recent three years shall not be less than 30% of the annual distributable profit realized in the three years.
4. Specific conditions for cash dividend: in the next three years, except for special circumstances, the company shall give priority to cash dividend for profit distribution when it is profitable in the current year and the accumulated undistributed profit is positive. The profit distributed in cash shall not be less than 10% of the distributable profit realized in the current year.
(1) The distributable profit of the company in this year (i.e. the after tax profit remaining after the company makes up the loss and withdraws the accumulation fund) is positive, and the implementation of cash dividends will not affect the subsequent sustainable operation of the company;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report. 5. Differentiated cash dividend policy: if the company adopts stock dividend for profit distribution, it should have real and reasonable factors such as the growth of the company and the dilution of net assets per share; The board of directors of the company shall comprehensively consider its position
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) shareholder return plan for the next three years (20222024)
Industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, 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, when making profit distribution, the proportion of cash dividend in this profit distribution shall be at least 80%;
(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 shall be handled in accordance with the provisions of the preceding paragraph.
The aforesaid major capital expenditure arrangement refers to one of the following circumstances:
① The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets and exceeds 50 million yuan;
② The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets.
The company’s dividend distribution shall not exceed the scope of accumulated distributable profits.
6. Specific conditions of stock dividend distribution: the company mainly adopts the profit distribution policy of cash dividend. If the company’s operation is good, and the board of Directors believes that the stock price of the company does not match the size of the company’s share capital, and the distribution of stock dividend is conducive to the overall interests of all shareholders of the company, it can put forward and implement the stock dividend distribution plan under the above conditions of cash profit distribution.
When using stock dividends for profit distribution, it shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
4、 Formulation cycle and relevant decision-making mechanism of the plan
1. The board of directors of the company shall ensure that the plan is reviewed once every three years and revised timely and reasonably according to the situation or policy changes, so as to ensure that its contents do not violate the profit distribution policies determined by relevant laws and regulations and the articles of association.
2. When the company formulates the 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, 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; Before the general meeting of shareholders deliberates on the specific scheme of cash dividends, the company shall adopt a variety of measures
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) shareholder return plan for the next three years (20222024)
Channels actively communicate and exchange with shareholders, especially minority shareholders, fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in a timely manner.
3. If the company really needs to adjust the profit distribution policy according to the capital needs of production and operation, major investment and development planning, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; In addition, the proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and can be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company. This matter must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. When necessary, it shall provide convenience for the public to solicit the opinions of minority shareholders by means of public voting, etc.
5、 Supplementary Provisions
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and 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.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) board of directors March 23, 2022
