Securities code: Xinjiang Communications Construction Group Co.Ltd(002941) securities abbreviation: Xinjiang Communications Construction Group Co.Ltd(002941) Announcement No.: 2022019 Xinjiang Communications Construction Group Co.Ltd(002941)
Planning on dividend return of shareholders in the next three years (20222024)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Xinjiang Communications Construction Group Co.Ltd(002941) (hereinafter referred to as “the company”) shareholders enjoy the rights of asset income according to law. In order to further clarify and improve the company’s profit distribution policy and enhance the transparency and operability of the profit distribution policy, in accordance with the company law, the securities law and the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC According to the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the Xinjiang Communications Construction Group Co.Ltd(002941) articles of Association (hereinafter referred to as the “articles of association”), the company has formulated the plan for the return of dividends to shareholders in the Xinjiang Communications Construction Group Co.Ltd(002941) next three years (20222024) (hereinafter referred to as the “plan”).
1、 Purpose of the plan
The dividend return planning shall focus on the long-term and sustainable development of the company, establish a sustainable, stable and scientific return mechanism for investors, make institutional arrangements for the company’s dividend distribution, and ensure the continuity and stability of the company’s dividend distribution on the basis of comprehensively considering the industry development trend, the company’s actual operation, development objectives, shareholders’ requirements and wishes, social financing environment and capital cost.
2、 Formulation principles of the plan
The company can make appropriate and necessary adjustments to the dividend planning and plan according to the opinions of shareholders (especially public investors), independent directors and external supervisors. The adjustment of dividend planning and plan shall take the protection of shareholders’ rights and interests as the starting point and shall not conflict with the relevant provisions of the articles of association. The company guarantees that the adjusted shareholder return plan will not violate the principles determined in the articles of association.
3、 Specific shareholder dividend return plan for the next three years (20222024)
1. The company distributes its profits in cash, shares or other ways permitted by law. If the company has the conditions for cash dividend, it shall give priority to cash dividend for profit distribution.
2. According to the provisions of the articles of association, the company will pay cash dividends once a year in principle. The directors of the company will pay Interim Cash dividends. The profit distributed in cash shall not be less than 20% of the distributable profit realized in the current year.
3. When implementing cash dividends, the company shall at least meet the following conditions:
(1) The distributable profit realized by 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 cash is abundant. The implementation of cash dividends will not affect the company’s future sustainable operation; (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 20% of the company’s latest audited net assets.
4. Under the condition of meeting the above cash dividend conditions, 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) Pay attention to the distribution of profits and the stability of the company’s investment policies, and pay attention to the continuous implementation of the company’s profit distribution policies. The board of directors, the board of supervisors and the general meeting of shareholders of the company shall fully consider the opinions of shareholders (especially public investors), independent directors and external supervisors in the decision-making, demonstration and adjustment of profit distribution policies.
1) . form of profit distribution: the company can distribute profits in cash and shares. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the sustainable development ability of the company.
2) Conditions, proportion and interval of cash dividend: when the audited net profit of the company in the current year is positive and the company has no major foreign investment plan or major cash expenditure in the current year, the company shall distribute profits by means of cash dividend. The annual cash dividend amount of the company shall not be less than 20% of the distributable profits realized in the current year (excluding the undistributed profits at the beginning of the year). The board of directors of the company shall formulate a profit distribution plan according to the specific business conditions and market environment of the company and submit it to the general meeting of shareholders for approval.
Major foreign investment plans or major cash expenditures refer to one of the following situations:
① The company plans to invest abroad, purchase assets or purchase fixed assets within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets and exceeds 30 million yuan;
Or more than 30% of the company’s total audited assets in the latest period.
The above major foreign investment plans or major cash expenditures must be approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation.
(2) Conditions for stock dividend: if the company is in good operating condition and the board of directors of the company considers that the stock price of the company does not match the size of the company’s share capital, it can formulate a stock dividend distribution plan while meeting the above cash dividend distribution, and implement it after being deliberated and approved by the general meeting of shareholders.
(3) 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 policy 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 dividends in this profit distribution shall at least reach 80%;
2) If the development stage of the company is mature and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 40%;
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 at least reach 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.
5. Under the condition of profit in the current year, the company will pay dividends at least once a year. The board of directors of the company shall fully consider the company’s profit scale, cash flow status, development stage and current capital demand in combination with specific operating data. If conditions permit, the company can conduct medium-term cash dividends. In principle, the company shall use cash dividends for profit distribution, and the method of cash dividends shall take precedence over the method of stock dividends. The company may distribute stock dividends while paying cash dividends.
3、 Decision making mechanism for shareholder return planning in the next three years
(1) The board of directors of the company shall first formulate a distribution plan. The board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, the conditions for adjustment and the requirements of its decision-making procedures. Independent directors shall express independent opinions on this, and the company’s profit distribution plan approved by the board of directors shall be submitted to the general meeting of shareholders for deliberation; If the company is profitable in the current year but the board of directors has not formulated a cash profit distribution plan, the company shall disclose and explain in detail the reasons for not paying cash dividends and the exact purpose and income of retained undistributed profits in the annual report, and the independent directors shall express independent opinions on this.
(2) 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) The board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, review and express opinions on the annual profit distribution plan.
(4) Before considering the cash dividend plan, the general meeting of shareholders shall actively communicate and exchange with shareholders, especially minority shareholders, through the interactive platform of Shenzhen Stock Exchange, the company’s website, answering investor calls, e-mail and other means, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. When the company holds a general meeting of shareholders to review the profit distribution plan, in addition to the on-site meeting, in order to fully consider the opinions of public investors, it shall also provide shareholders with a voting platform in the form of network.
2. If a shareholder of the company illegally occupies the company’s funds, the company shall deduct the corresponding cash dividend distributed by the shareholder to repay the funds occupied.
3. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan in accordance with the established profit distribution policy, the board of directors of the company shall complete the distribution of cash (or shares) within two months after the general meeting of shareholders is held.
4. The company’s profit distribution policy shall not be changed at will. In case of force majeure such as war and natural disasters, or the conflict between the current policies and the company’s production and operation, investment planning and long-term development needs, or the competent department issues new provisions on profit distribution, the board of directors shall formulate profit distribution adjustment policies based on the principle of protecting shareholders’ rights and interests, demonstrate and explain the reasons in detail in the proposal of the general meeting of shareholders, and the independent directors shall express independent opinions on this. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange. The proposal on adjusting the profit distribution policy shall be submitted to the board of directors after being approved by the board of supervisors and more than two-thirds of the independent directors. After being reviewed and approved by the board of directors, it shall be submitted to the general meeting of shareholders of the company, which shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
4、 Decision making procedures for the adjustment of shareholder return planning in the next three years
If the company really 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 relevant provisions of the CSRC and the stock exchange; 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 for deliberation after deliberation by the board of directors, and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. The company shall provide online voting and other means to facilitate shareholders to participate in the voting of the general meeting of shareholders. If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent. 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.
It is hereby announced.
Xinjiang Communications Construction Group Co.Ltd(002941) board of directors April 8, 2022
