Guizhou Chanhen Chemical Corporation(002895)
Shareholder return plan for the next three years (20232025)
In order to protect the legitimate rights and interests of investors, further increase the transparency of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company”) profit distribution policy, improve and improve the decision-making procedures and supervision mechanism of the company’s dividend, actively repay investors and effectively protect the legitimate rights and interests of all shareholders, according to the notice on further implementing matters related to cash dividend of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission The relevant provisions and requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association of Guizhou Chanhen Chemical Corporation(002895) companies (hereinafter referred to as the “articles of association”) and other documents, combined with the company’s profitability, business development planning, shareholder return requirements, social financing environment and other factors, The company has formulated the shareholder return plan for Guizhou Chanhen Chemical Corporation(002895) the next three years (20232025) (hereinafter referred to as “shareholder return plan” or “this plan”).
1、 Factors considered by the company in formulating this plan
The company takes into account the reasonable investment return of shareholders and the sustainable development of the company, fully considers the industry characteristics, profitability, development strategy, business plan, social capital cost and external financing environment of the company, and establishes a sustainable, stable and scientific return planning and mechanism for investors to ensure the continuity and stability of dividend distribution policy.
2、 Principles of this plan
1. The formulation of this plan shall comply with the provisions of the company law of the people’s Republic of China and other laws and regulations, normative documents and the articles of Association;
2. The formulation of the company’s shareholder return plan needs to deal with the relationship between short-term interests and long-term development based on the principle of giving consideration to the reasonable return of investors and the sustainable and good development of the company. The company’s profit distribution shall not damage the company’s sustainable operation ability, and the profit distribution method of cash dividend shall be given priority;
3. Fully consider and listen to the opinions of shareholders (especially minority shareholders), independent directors and supervisors.
3、 Specific shareholder return plan of the company in the next three years (20232025)
(I) form of profit distribution in the next three years
Dividends can be distributed in the form of cash, stock or a combination of cash and stock, and priority should be given to the distribution of profits in the form of cash; On the premise of meeting the capital demand for purchasing raw materials, predictable major investment plans or major capital expenditures, the board of directors of the company can make interim dividends according to the current operating profit and cash flow of the company. The specific plan must be reviewed by the board of directors and submitted to the general meeting of shareholders of the company for approval.
(II) conditions for cash dividends
1. The company’s distributable profit (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) in this year or half year is positive and has sufficient cash flow. The implementation of cash dividends will not affect the company’s subsequent continuous operation;
2. The accumulated distributable profit of the company is positive;
3. The audit institution shall issue a standard unqualified audit report on the company’s annual financial report. (III) proportion of cash dividends
In principle, the company distributes the profits available for distribution annually, and the company can also distribute the interim profits if necessary. Under the condition of profit in the current year, the company shall distribute dividends in cash, and the profit distributed in cash shall not be less than 10% of the distributable profit realized in the current year. The specific annual cash dividend proportion plan shall be formulated by the board of directors in accordance with the following provisions, combined with the company’s operating conditions and relevant provisions, and submitted to the general meeting of shareholders for voting.
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 minimum proportion of cash dividends in the profit distribution plan shall reach 80%;
2. If the development stage of the company is mature and there are major capital expenditure arrangements, the minimum proportion of cash dividends in the profit distribution plan shall reach 40%;
3. If the development stage of the company belongs to the growth stage and there are major capital expenditure arrangements, the minimum proportion of cash dividends in the profit distribution plan shall 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.
Major capital expenditure refers to the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months, which reaches or exceeds 30% of the company’s latest audited total assets.
(IV) conditions of stock dividend distribution
When the company is in good operating condition and the board of Directors considers that the company’s earnings per share and stock price do not match the size of the company’s share capital, the company can put forward a stock dividend distribution plan according to the development needs and on the premise of ensuring the reasonable size of the company’s share capital and ownership structure. When using stock dividends for profit distribution, it shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share, so as to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
(V) time interval of profit distribution
Dividends are paid once a year. If conditions permit, the company can pay Interim Cash dividends. (VI) procedures to be performed when cash dividends are not paid or lower than those specified in the plan
If the company achieved profits in the previous fiscal year, but the board of directors of the company did not put forward a cash profit distribution plan after the end of the previous fiscal year, it shall explain in detail the reasons for the non dividend and the purpose of the non dividend funds retained in the company in the periodic report, and the independent directors shall also express independent opinions on this.
If the company does not make profit distribution in the current year or lower than the cash dividend ratio specified in the plan, the board of directors of the company shall disclose the reasons in the periodic report, and the independent directors shall express independent opinions on it. The proposal on profit distribution shall be submitted to the general meeting of shareholders for approval after being reviewed by the board of directors of the company, and the reasons and the specific purpose of the retained funds shall be demonstrated in detail in the proposal of the general meeting of shareholders, It shall be adopted by special resolution at the shareholders’ meeting. 4、 Formulation cycle and relevant decision-making mechanism of shareholder return plan
1. According to the actual situation of the company’s operation and the opinions of shareholders, independent directors, supervisors and public investors, the company formulates the shareholders’ dividend return plan in accordance with the profit distribution policy determined in the articles of association, which shall be reviewed and approved by the board of directors and then submitted to the general meeting of shareholders for approval. If the board of directors of the company formulates a cash dividend distribution plan, it shall be voted and approved by the general meeting of shareholders by ordinary resolution; If the board of directors of the company formulates a stock dividend distribution plan, it shall be adopted by special resolution of the general meeting of shareholders. The board of supervisors of the company shall review the dividend distribution plan prepared by the board of directors and put forward written review opinions.
2. When the company formulates the specific cash dividend plan, 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, 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.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company 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.
3. If the company needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, the adjusted profit distribution policy shall take the protection of shareholders’ rights and interests as the starting point and shall not violate the relevant provisions of the CSRC and the stock exchange. The independent directors shall express independent opinions on this. The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders for approval after being deliberated by the board of directors, The reasons shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders, and the company shall provide the way of online voting, which shall be voted by the general meeting of shareholders in the form of special resolution.
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, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear and clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected.
If the cash dividend policy is adjusted or changed, the conditions and procedures for adjustment or change shall also be described in detail.
6、 Supplementary Provisions
The plan shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company, and shall be formulated and interpreted by the board of directors of the company. Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association.
Guizhou Chanhen Chemical Corporation(002895) board of directors April 16, 2022
