Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Shareholder return planning for the next three years (20222024)
Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company”) in order to further standardize and improve the company’s profit distribution policy, establish a scientific, sustainable and stable shareholder return mechanism, and effectively protect the legitimate rights and interests of public investors, in accordance with the company law of the people’s Republic of China and the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) Relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3) and the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation (SSE Fa [2022] No. 14), as well as the Ningbo Ronbay New Energy Technology Co.Ltd(688005) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, in combination with the actual situation of the company, The company has formulated the shareholder return plan for Ningbo Ronbay New Energy Technology Co.Ltd(688005) the next three years (20222024) (hereinafter referred to as “the plan”), the specific contents are as follows:
1、 Factors considered in formulating this plan
The formulation of this plan focuses on the sustainable operation and strategic development plan of the company. Based on the analysis of the characteristics of the industry, future capital demand, social capital cost, external financing environment and other factors, it fully takes into account the reasonable investment return of investors, the company’s own business model, profitability, capital expenditure arrangement, development stage and shareholders’ requirements and wishes, so as to establish a sustainable, stable Scientific and transparent return mechanism to maintain the continuity and stability of profit distribution policy.
2、 Principles of this plan
The company distributes profits according to the proportion of shares held by each shareholder in accordance with the principle of “the same shares, the same rights and the same interests”. The company implements a continuous, stable and active 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. The company shall formulate or adjust the dividend return plan of shareholders in accordance with the relevant provisions of the articles of association on profit distribution policy.
3、 Specific shareholder return plan for the next three years (20222024)
(I) form of profit distribution
Where the company can adopt cash dividend, stock dividend, combination of cash dividend and stock dividend or other legal conditions, it shall adopt cash dividend for profit 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 fully considered.
(II) specific cash dividend ratio
When the company’s profits and accumulated undistributed profits are positive in the current year and the company’s cash flow can meet the company’s normal operation and sustainable development, if there are no major investment plans or major cash expenditures, the company shall give priority to distributing profits in cash. When the undistributed profits are positive in the current year, the profits distributed in cash every year shall not be less than 10% of the distributable profits realized in the current year, The accumulated profits distributed in cash every three years shall not be less than 30% of the annual distributable profits realized in the three years. If conditions permit, the company can make interim cash dividends. Major investment plan or major cash expenditure refers to one of the following situations:
1. The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 10% of the company’s latest audited net assets and exceeds 30 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 5% of the company’s latest audited total assets;
3. Other circumstances prescribed by the CSRC or the Shanghai Stock Exchange.
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, and put forward differentiated cash dividend policies under the following circumstances:
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 belongs to the growth stage and there are major capital expenditure arrangements, or the development stage of the company is not easy to distinguish but there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 20%.
(III) specific conditions for issuing stock dividends
According to the real and reasonable factors such as the company’s cash flow status, business growth and the scale of net assets per share, and when the board of Directors believes that the stock price of the company does not match the scale of the company’s share capital and the issuance of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan under the condition of meeting the above cash dividends. (IV) period interval of profit distribution
The company can pay annual or interim dividends.
4、 Decision making procedures and mechanisms related to the plan
(I) decision making procedure and mechanism for the company to formulate profit distribution plan
The board of directors of the company shall, on the basis of carefully demonstrating the conditions and proportion of profit distribution, the development stage of the company and the arrangement of major capital expenditure, formulate a clear plan for shareholders’ dividend return every three years, and formulate a profit distribution plan in accordance with the provisions of the articles of association. The profit distribution plan proposed by the board of directors shall be approved by more than half of all directors. Independent directors shall express independent opinions on the profit distribution plan and submit it to the general meeting of shareholders for deliberation and decision. If the company fails to pay cash dividends or the cash distribution is lower than the specified proportion due to special circumstances, it shall disclose the specific reasons and the clear opinions of the independent directors in the announcement of the resolution of the board of directors and the periodic report, and make a special explanation on the purpose of the company’s retained earnings and the expected investment income. 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 board of supervisors shall supervise the implementation of the cash dividend policy and shareholder return plan by the board of directors, as well as the implementation of corresponding decision-making procedures and information disclosure. When the board of directors fails to strictly implement the cash dividend policy and shareholder return plan, fails to strictly implement the corresponding decision-making procedures for cash dividend, or fails to truthfully, accurately and completely disclose the cash dividend policy and its implementation, the board of supervisors shall express clear opinions and urge it to correct it in time.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and contact with shareholders, especially small and medium-sized shareholders, through various channels (telephone, fax, e-mail and investor relations interactive platform), fully discuss and exchange the profit distribution scheme, fully listen to the opinions and demands of small and medium-sized shareholders, and timely respond to the concerns of small and medium-sized shareholders. When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than 1 / 2 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(II) decision making procedure and mechanism for the company to adjust profit distribution policy
In case of force majeure such as war and natural disasters, or changes in the company’s external business environment that have a significant impact on the company’s production and operation, or major changes in the company’s own business conditions, the company may adjust the profit distribution policy. The adjusted profit distribution policy shall not violate relevant laws and regulations and the relevant provisions of the CSRC and the stock exchange.
The proposal on adjusting the profit distribution policy shall be formulated by the board of directors according to the company’s operating conditions and relevant regulations and policies, and submitted to the general meeting of shareholders for deliberation.
The board of directors shall fully listen to the opinions of independent directors and conduct detailed demonstration in the process of formulating the proposal on adjusting profit distribution policy. The proposal to adjust the profit distribution policy proposed by the board of directors shall be approved by more than half of all directors, and the independent directors shall express their independent opinions.
The board of supervisors shall supervise the board of directors’ adjustment of profit distribution policy. If the proposal on adjusting the profit distribution policy made by the board of directors damages the interests of minority shareholders, or does not comply with relevant laws and regulations or the relevant provisions of the CSRC and the stock exchange, the board of supervisors has the right to require the board of directors to correct it.
Before the general meeting of shareholders deliberates the proposal on adjusting the profit distribution policy, it shall communicate and contact with shareholders, especially small and medium-sized shareholders, and fully discuss and exchange the adjustment of profit distribution policy. The proposal to adjust the profit distribution policy must be approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ proxies) attending the general meeting of shareholders, and the convenience of online voting shall be provided to the shareholders during the deliberation of the relevant general meeting of shareholders.
5、 Information disclosure of profit distribution of the company
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, indicating whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether the independent directors fulfill their responsibilities and play their due role, and whether the minority shareholders have the opportunity to fully express their opinions and demands, Whether the legitimate rights and interests of minority shareholders have been fully protected. If the cash dividend policy is adjusted or changed, it is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent.
6、 Other matters
(I) the shareholder return plan shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when revising.
(II) matters not covered in the shareholder return plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
(III) the board of directors of the company shall be responsible for the interpretation of this shareholder return plan.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) board of directors
March 30, 2022
