Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) next three years (20222024) shareholder dividend return plan
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Shareholder dividend return planning for the next three years (20222024)
In order to improve the profit distribution policy of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company"), establish and improve a scientific, continuous and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, actively repay shareholders and fully protect the legitimate rights and interests of shareholders, In accordance with the company law of the people's Republic of China, the notice 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, the articles of association of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) companies (hereinafter referred to as the "articles of association") and other relevant provisions, and in combination with the actual situation of the company, The company has formulated the dividend return plan for shareholders in the next three years (20222024) (hereinafter referred to as "the plan").
1、 Main considerations of the company in formulating this plan
The formulation of this plan shall pay attention to the reasonable return on investment to investors, take into account the sustainable development and operation ability of the company, ensure the continuity and stability of the company's profit distribution policy, and shall not violate the relevant provisions of laws, regulations, normative documents and the articles of association on profit distribution. The opinions of independent directors and public investors shall be fully taken into account in the decision-making process of the company to formulate policies related to profit distribution.
2、 Basic principles for the company to formulate this plan
(I) the company gives priority to the profit distribution mode of cash dividend;
(II) the profit distribution of the company pays attention to the reasonable return on investment to shareholders, and the profit distribution policy maintains continuity and stability, while taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company;
(III) the accumulated profits distributed in cash in any three consecutive fiscal years shall not be less than 30% of the average annual distributable profits realized in the three years.
3、 Specific shareholder dividend return plan of the company in the next three years (20222024)
(I) form of profit distribution
The company may adopt cash, stocks or a combination of cash and stocks or other measures permitted by laws and regulations
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) next three years (20222024) shareholder dividend return plan
Distribution of profits.
(II) time interval of profit distribution
Except for special circumstances, when the company makes profits in the current year and the accumulated undistributed profits are positive, in principle, the profit distribution shall be carried out once every fiscal year. If necessary, the company can also make interim cash dividends or issue stock dividends according to the profitability and capital demand.
(III) specific conditions and proportion of cash dividends of the company
1. specific conditions for cash dividends
(1) The distributable profit realized by the company in this year or half a year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive, and the implementation of cash dividends will not affect the subsequent sustainable operation of the company;
(2) The company has abundant cash flow, which can meet the needs of normal operation and sustainable development of the company;
(3) The audit institution shall issue a standard unqualified audit report on the company's annual financial report. 2. Under any of the following circumstances, the company may not implement cash dividends:
(1) The company did not realize profit in the current year;
(2) The net cash flow from the company's operating activities in the current year is negative;
(3) The company's asset liability ratio at the end of the period exceeds 70%;
(4) The company has major investment plans or cash disbursements in a certain period of time in the foreseeable future. Cash dividends may lead to the company's cash flow unable to meet the company's operation or investment needs. Major investment plans or major cash expenditures refer to the following situations:
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 latest audited net assets and exceeds 50 million yuan;
② The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 20% of the company's latest audited total assets.
3. Cash dividend ratio
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:
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) next three years (20222024) shareholder dividend return plan
(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 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 be at least 20%.
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall not be less than 20%.
The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
(IV) specific conditions for the company to issue stock dividends
When the company is in good operation 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 distribution of stock dividends is beneficial to the overall interests of all shareholders of the company, the company can distribute profits by issuing stock dividends under the condition of meeting the above cash dividends. The specific dividend proportion shall be submitted to the general meeting of shareholders for deliberation and decision after being deliberated and approved by the board of directors.
(V) decision making procedure and mechanism of the company's profit distribution plan
1. The annual profit distribution plan of the company shall be proposed and formulated by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. When considering 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. The independent directors shall review the profit distribution plan and give independent and clear opinions, which shall be submitted to the general meeting of shareholders for deliberation after being approved by the board of directors.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, including but not limited to network, telephone, fax and e-mail communication, or invite minority shareholders to attend the meeting, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) next three years (20222024) shareholder dividend return plan
2. When the company fails to meet the conditions for cash distribution, or the company meets the conditions for cash dividends but does not propose the cash profit distribution plan, or the accumulated profits distributed in cash in the last three years are less than 30% of the average annual distributable profits realized in the last three years, the company shall disclose the reasons for the failure to carry out cash dividends or the cash distribution is lower than the specified proportion in the resolution announcement and periodic report of the board of directors, And the exact purpose of the company's retained earnings, which shall be submitted to the general meeting of shareholders for deliberation after the opinions of independent directors.
3. When the board of directors deliberates and formulates relevant policies on profit distribution, it can be submitted to the general meeting of shareholders for deliberation only after it is approved by more than half of all directors; When the general meeting of shareholders deliberates and formulates or modifies the relevant policies on profit distribution, it must be approved by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders. (VI) adjustment mechanism of profit distribution policy
If the company really 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 not violate the relevant provisions of the CSRC and the exchange. The proposal on adjusting the profit distribution policy shall be submitted to the board of directors and the board of supervisors of the company for deliberation; Relevant proposals submitted to the board of directors of the company for deliberation shall be approved by more than half of the directors and more than two-thirds of the independent directors; Relevant proposals submitted to the board of supervisors of the company shall be voted by more than half of the supervisors; The board of directors and the board of supervisors shall fully consider the opinions of public investors, independent directors and external supervisors in the process of relevant decision-making and demonstration; After the relevant proposals are reviewed and approved by the board of directors and the board of supervisors of the company, they need to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. Where the general meeting of shareholders deliberates on proposals related to the adjustment of profit distribution policies, the company shall provide convenience for minority shareholders to attend the general meeting of shareholders.
4、 Supplementary Provisions
1. Matters not covered in this plan shall be implemented in accordance with relevant national laws, regulations and the articles of association. 2. The right to interpret the plan belongs to the board of directors of the company.
3. The plan shall come into force on the date when it is deliberated and approved by the general meeting of shareholders of the company.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of directors April 20, 2022
