China State Construction Engineering Corporation Limited(601668)
Dividend planning for the next three years (20212023)
In accordance with 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, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the China State Construction Engineering Corporation Limited(601668) articles of Association (hereinafter referred to as the “articles of association”), In order to further strengthen the awareness of returning shareholders and provide shareholders with sustained, stable and reasonable return on investment, China State Construction Engineering Corporation Limited(601668) (hereinafter referred to as “the company”) has formulated a dividend plan for the next three years (20212023) (hereinafter referred to as “the plan”) on the basis of fully considering the actual operation and future development needs of the company.
1、 Guiding ideology
On the premise of complying with relevant laws and regulations, regulatory requirements and relevant provisions of the articles of association, the company shall fully consider its own operation, the long-term interests of the company and the overall interests of all shareholders, actively implement a continuous and stable profit distribution plan, earnestly safeguard the legitimate rights and interests of shareholders, provide reasonable investment returns for investors, and take into account the capital needs and sustainable development of the company.
From the perspective of long-term and sustainable development, the company formulates this plan on the basis of comprehensive analysis of the company’s actual situation, development objectives, shareholders’ wishes and requirements, external financing environment and other factors, combined with the company’s development prospects and strategic planning for the next three years. 2、 Dividend arrangement
(I) profit distribution form
The company may distribute profits to ordinary shareholders in cash, shares or a combination of cash and shares and other ways in accordance with laws and regulations. If the company has the conditions for cash dividend, it shall give priority to the profit distribution mode of cash dividend; At the same time, according to the annual profit and cash flow, combined with the size of the company’s share capital and equity structure, on the premise of meeting the cash dividend, we can consider adopting stock dividend and other methods for profit distribution.
(II) conditions and proportion of cash dividends
If there are profits available for distribution after making up losses according to law, withdrawing provident fund and paying agreed dividends to preferred shareholders, and the audit institution issues a standard unqualified audit report on the company’s annual financial report, the company will distribute profits to ordinary shareholders in cash, except under special circumstances determined by the board of directors. In principle, the company’s annual profit distributed in cash in the next three years shall not be less than 16% of the distributable profit realized in that year, and the cumulative profit distributed in cash in the last three years shall not be less than 30% of the annual distributable profit realized in the last three years.
3、 Decision making and supervision mechanism
1. The board of directors of the company formulates this plan in accordance with relevant laws and regulations, regulatory requirements, the articles of association and specific conditions, fully listens to the opinions of shareholders, independent directors and the board of supervisors, and submits it to the general meeting of shareholders for deliberation and approval before implementation.
2. The board of directors of the company will give full play to the role of decision-making and strategic management, promote and supervise the implementation of this plan, and disclose the formulation and implementation of profit distribution plan in detail in the annual report. If the company fails to formulate an annual profit distribution plan according to this plan, it shall specify the specific reasons, the exact purpose of retained undistributed profits and income in the annual report, and the independent directors shall express independent opinions on this.
3. The company shall comply with this plan. If the company is unable to determine the profit distribution plan of the current year according to the established cash dividend policy or the minimum cash dividend proportion due to force majeure or major changes in the external business environment, and the board of directors deems it necessary to adjust the profit distribution policy, the adjustment plan shall be submitted to the general meeting of shareholders for deliberation after the board of directors formulates the adjustment plan.
4. The company encourages the majority of small and medium-sized investors and institutional investors to actively participate in the decision-making of the company’s profit distribution. The general meeting of shareholders of the company shall fully listen to the opinions and demands of minority shareholders and timely respond to the concerns of minority shareholders before considering the specific scheme of cash dividend.
4、 Supplementary Provisions
1. Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, regulatory requirements and the provisions of the articles of association.
2. This plan is only for ordinary shareholders of the company, and the dividend return of preferred shareholders shall be implemented in accordance with the articles of association and the issuance plan.
3. The board of directors of the company is responsible for the interpretation of this plan.
