Henan Yicheng New Energy Co.Ltd(300080)
Shareholder return in 20242023
Improve and improve the scientific, continuous and stable dividend decision-making and supervision mechanism of Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as “the company”), increase the transparency and operability of profit distribution decision-making, actively repay investors, and guide investors to establish the concept of long-term investment and rational investment, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice of the China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies (Zheng Jian Fa [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement of the China Securities Regulatory Commission [2022] No. 3) and the Henan Yicheng New Energy Co.Ltd(300080) articles of Association (hereinafter referred to as the articles of association) The company has formulated the shareholder return plan for Henan Yicheng New Energy Co.Ltd(300080) next three years (20222024) (hereinafter referred to as “the plan”), the main contents of which are as follows:
1、 Factors considered in this plan
The company focuses on stable, healthy and sustainable development. Based on the comprehensive analysis of the company’s operation and development status, shareholders’ wishes, development objectives, social capital cost and external financing environment, the company fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment, so as to establish a sustainable, stable Scientific return mechanism, make clear institutional arrangements for the company’s profit distribution, and maintain the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
On the premise of complying with relevant national laws and regulations and the articles of association, the company’s profit distribution policy aims at the reasonable return to investors and the sustainable development of the company, ensures the sustainability and stability of profit distribution, and fully considers, listens to and adopts the opinions and demands of the company’s independent directors and supervisors, so as to determine a reasonable profit distribution plan.
3、 Shareholder return planning for the next three years (20222024)
(I) profit distribution principle
The company implements a continuous and stable profit distribution policy, distributes dividends in cash or a combination of cash and stocks, and gives priority to distributing profits in cash. When implementing profit distribution, the company shall comply with the following provisions:
1. The company’s profit distribution policy maintains continuity and stability, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company;
2. The board of directors of the company shall conduct special research and demonstration on the return of shareholders, formulate a clear and clear return plan for shareholders, and explain in detail the reasons for the planning arrangement; In the process of implementing the profit distribution policy, the opinions of independent directors and minority shareholders should be fully considered;
3. The company’s profit distribution policy shall not violate laws, regulations and other relevant provisions.
(II) profit distribution form
1. The company distributes dividends in cash, stock or a combination of cash and stock. If conditions permit, the company will give priority to the profit distribution mode of cash dividend.
2. The company can make interim profit distribution.
(III) conditions for cash distribution
1. The distributable profit of the company in this year (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive and has sufficient cash flow. 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;
3. The company has no major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure means that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 40% of the company’s latest audited net assets.
Under the condition of meeting the above cash dividend conditions, 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 implement differentiated cash dividend measures:
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 following circumstances are the major capital expenditure arrangements mentioned in the preceding paragraph:
1. 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 total audited assets in the latest period;
2. In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets and exceeds 50 million yuan.
According to the relevant provisions of the articles of association on the functions and powers of the board of directors and the general meeting of shareholders, the above major cash payments must be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
(IV) time and proportion of cash distribution
On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in principle, the company will pay cash dividends once a year after the annual general meeting of shareholders. The board of directors of the company can propose the company to pay cash dividends in the medium term according to the company’s profitability and capital demand. When the cash dividend conditions are met, the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year, and the cumulative profit distributed in cash by the company in any three consecutive fiscal years shall not be less than 30% of the annual distributable profit realized in the three years.
(V) conditions for stock dividend distribution
Under the condition of meeting the cash dividend distribution, if the company’s operating income and net profit grow rapidly, and the board of Directors considers that the company’s share capital scale and equity structure are reasonable, it can put forward the stock dividend distribution plan in addition to the cash dividend distribution plan.
(VI) decision making procedure and mechanism of profit distribution
1. The annual profit distribution plan of the company shall be formulated by the board of directors in accordance with the provisions of the articles of association and in combination with the profitability, capital supply and demand. When considering the specific plan of cash dividend, 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.
2. Independent directors shall express clear independent opinions on the profit distribution plan.
3. The board of supervisors shall review the profit distribution plan submitted to the general meeting of shareholders for deliberation and issue written opinions. 4. The dividend plan can only be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to providing online voting, inviting minority shareholders to attend the meeting, etc.), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
The dividend plan shall be adopted by the shareholders attending the general meeting of shareholders or their agents with more than 2 / 3 of the voting rights.
5. If the company is profitable in the current year and the board of directors has not made a profit distribution plan, it shall disclose the reasons in the regular report, and explain the reasons. The purpose and use plan of the funds not used for dividend shall be retained in the company, and the independent directors and the board of supervisors shall express their independent opinions. At the same time, when the general meeting of shareholders is held, the company shall provide online voting and other means to facilitate the minority shareholders to participate in the voting of the general meeting of shareholders.
(VII) implementation of profit distribution plan
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
(VIII) adjustment principle of 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 can adjust the profit distribution policy. The board of directors shall make a special discussion on the adjustment of the company’s profit distribution policy, demonstrate the reasons for the adjustment in detail, form a written demonstration report, and submit it to the general meeting of shareholders for special resolution after deliberation by independent directors. When considering the change of profit distribution policy, the company provides online voting for shareholders.
4、 Other
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. The company’s shareholder return plan for the next three years shall be interpreted by the company’s board of directors, which shall take effect from the date of deliberation and approval by the company’s general meeting of shareholders, and the same shall apply when revising.
Henan Yicheng New Energy Co.Ltd(300080) board of directors April 7, 2002
