Beiqi Foton Motor Co.Ltd(600166)
Shareholder return planning for the next three years (20222024)
In order to further improve and perfect the scientific, sustainable and stable shareholder return mechanism of Beiqi Foton Motor Co.Ltd(600166) (hereinafter referred to as "the company"), increase the transparency and operability of profit distribution decisions, and effectively protect the legitimate rights and interests of investors, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company, This plan is hereby formulated.
Article 1 purpose of formulation
Focusing on the long-term and sustainable development, the company comprehensively considers the actual business situation, business objectives, profitability, capital cost and financing environment, shareholders' requirements and wishes and other factors, establishes a sustainable, stable and scientific return planning and mechanism for investors, and enhances the transparency of the company's cash dividends, aiming to further standardize the company's profit distribution behavior and determine a reasonable profit distribution scheme.
Article 2 formulation principles and considerations
The formulation of this plan shall comply with the provisions of relevant laws and regulations and the articles of association, fully listen to the opinions of investors (especially minority shareholders) and independent directors, adhere to the basic principle of cash dividend, pay attention to the reasonable investment return to public shareholders, maintain the continuity and stability of profit distribution policy for the purpose of sustainable development and safeguarding shareholders' rights and interests, and comply with the relevant provisions of laws and regulations.
Based on the reasonable analysis of the company's investment environment, long-term financing environment, financing conditions, shareholders' equity requirements, financing conditions, long-term financing conditions, financing conditions, financing conditions and other factors, the company's investment environment, long-term financing conditions, shareholders' equity requirements, etc, Improve the institutionalization of the company's profit distribution to ensure the continuity and stability of the profit distribution policy.
Article 3 specific shareholder return plan for the next three years (20222024)
On the premise of meeting the conditions specified in the articles of association and this plan, the company's dividend can be distributed in cash, stock, cash stock combination or other methods permitted by law. If the company has the conditions for cash dividend, it shall give priority to the distribution of profits in cash. In principle, the company will pay cash dividends once after the annual general meeting of shareholders is approved. 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. 1. The specific conditions and proportion of cash dividends are as follows:
The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
Except under special circumstances, when the company is profitable and the accumulated undistributed profits are positive, it will distribute dividends in cash. The profit distributed in cash every year shall not be less than 15% of the audited net profit of the current year.
2. Specific conditions for the company to issue stock dividends
When the company is operating well, 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 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 and considering the real and reasonable factors such as the growth of the company and the dilution of net assets per share.
3. The board of directors of the company shall comprehensively consider the characteristics of the company's industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated profit distribution plans in accordance with the provisions of 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 is not easy to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.
Article 4 decision making procedure of profit distribution policy
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, and submitted to the general meeting of shareholders for deliberation and approval after being reviewed and approved by the board of directors. The board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, the conditions for adjustment and the requirements of 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.
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. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
If the company is profitable in the current year and meets the conditions for cash dividends, but the board of directors fails to submit a profit distribution plan to the general meeting of shareholders in accordance with the established profit distribution policy, it shall explain the reasons, the purpose and use plan of the funds not used for dividends retained in the company in the periodic report.
Article 5 adjustment mechanism of profit distribution policy
The company's profit distribution policy shall not be changed at will. If it is really necessary to adjust the shareholder return plan due to the changes of industrial regulatory policies, external regulatory environment and the needs of the company's strategic planning, operation and long-term development, the adjusted plan shall not violate the laws and regulations, regulatory requirements and the provisions of the articles of association. The proposal on adjusting the shareholder return plan shall fully consider the opinions of minority shareholders, solicit the opinions of independent directors and the board of supervisors in advance, and submit it to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. If the adjustment or change of the cash dividend policy stipulated in the articles of association is involved, it shall also be submitted to the general meeting of shareholders for deliberation and approval after detailed demonstration and approval by the board of directors.
Article 6 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.
Beiqi Foton Motor Co.Ltd(600166)
Board of directors
March 31, 2002
