Welle Environmental Group Co.Ltd(300190)
Shareholder dividend return planning for the next three years (20222024)
In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) and other relevant documents of the CSRC, in order to fully safeguard the rights of shareholders of the company, such as asset income, and enable investors to share the achievements of the company’s growth and development, On the basis of comprehensively considering the company’s strategic development objectives, business planning, profitability, shareholder return, social capital cost and external financing environment, the company has formulated the shareholder dividend return plan for the next three years (20222024) (hereinafter referred to as “the plan”), with the specific contents as follows:
1、 Factors considered by the company in formulating the plan
The formulation of the company’s shareholder return plan for the next three years is mainly based on the following factors: the company focuses on long-term and sustainable development, comprehensively considers the actual situation and development objectives of the company, and establishes a sustainable, stable and scientific return plan and mechanism for shareholders, so as to make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
The plan fully considers the return to investors on the premise of complying with relevant national laws and regulations and the articles of Association; 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. The shareholder return plan of the company fully considers and listens to the opinions of shareholders (especially public shareholders), independent directors and supervisors, and adheres to the basic principle of cash dividend. Under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or major cash expenditure and other events, and the conditions for cash dividend are met, the company gives priority to cash distribution of profits, The profit distributed in cash every year shall not be less than 20% of the distributable profit of the parent company realized in the current year. In principle, the company shall distribute profits once a year; The board of directors of the company may propose the company to pay interim dividends according to the current profit scale, cash flow status, development stage and capital demand of the company.
3、 Formulation cycle and relevant decision-making mechanism of future shareholder return plan
1. The company shall review the shareholder dividend return plan for the next three years at least once every three years, and make appropriate modifications to the dividend distribution policy being implemented by the company according to the opinions of shareholders (especially public shareholders), independent directors and supervisors, so as to determine the shareholder return plan during this period.
2. The board of directors of the company shall, in combination with specific operating data, fully consider the company’s profit scale, cash flow status, development stage and current capital demand, and formulate annual or medium-term dividend plans in combination with the opinions of shareholders (especially public shareholders), independent directors and supervisors, which shall be implemented after being voted by the general meeting of shareholders of the company.
The shareholder return plan is formulated by the board of directors of the company and takes effect from the date of deliberation and approval by the general meeting of shareholders of the company. 4、 Dividend return planning for the next three years (20222024)
1. The company’s profit distribution should pay attention to the reasonable return on investment to investors. Dividends can be distributed in the form of cash, stock or a combination of cash and stock. The way of cash dividend is preferred to the way of stock dividend. The board of directors of the company can propose the company to carry out medium-term cash distribution according to the company’s operating conditions. 2. According to the company law and other relevant laws and regulations as well as the articles of association, after the company has fully withdrawn the statutory reserve fund and discretionary reserve fund, under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or major cash expenditure and other events, and the conditions for cash dividend are met, the profit distributed by the company in cash every year shall not be less than 20% of the distributable profit of the parent company in the current year; 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.
3. On the premise of ensuring full cash dividend distribution, the company can separately distribute profits by means of stock dividend distribution.
4. 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 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, 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%;
(4) 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.
5. After the end of each fiscal year, the board of directors of the company shall put forward the annual profit distribution plan; When considering the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and proportion, adjustment conditions, decision-making procedures and other matters of the company’s cash dividend. Independent directors shall express independent opinions on the formulation or modification of profit distribution policies. The profit distribution plan can only be submitted to the general meeting of shareholders for deliberation after being voted by the board of directors. If the company makes annual profits but does not propose cash dividends, the company shall specify the reasons for not proposing cash dividends, the purpose and use plan of the funds not used for cash dividends retained in the company in the annual report. 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, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders Welle Environmental Group Co.Ltd(300190) board of directors April 15, 2022
