Jointo Energy Investment Co.Ltd.Hebei(000600)
Shareholder return plan for the next three years (20212023)
In order to improve and perfect the decision-making and supervision mechanism of Jointo Energy Investment Co.Ltd.Hebei(000600) (hereinafter referred to as “the company”) profit distribution, actively repay investors and guide investors to establish the concept of long-term investment and rational investment, the company, in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock exchange No. 1 – operation specifications of listed companies on the main board According to the requirements of documents such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the provisions of the articles of association of Jointo Energy Investment Co.Ltd.Hebei(000600) company (hereinafter referred to as the “articles of association”), on the basis of fully considering the actual operation and future development needs of the company, the plan for shareholder return for Jointo Energy Investment Co.Ltd.Hebei(000600) future three years (20212023) (hereinafter referred to as the “plan”) has been formulated. 1、 Main considerations in formulating this plan
The formulation of shareholder return plan focuses on the long-term and sustainable development of the company, pays full attention to the reasonable return to investors, comprehensively considers the company’s development strategy and business plan, development stage, actual operation situation and shareholders’ wishes, and establishes a sustainable, stable and scientific return plan and mechanism for investors to ensure the continuity and stability of profit distribution policy. 2、 Basic principles for formulating the plan
1. On the premise of complying with relevant national laws, regulations and the articles of association, the company fully considers the reasonable return on investment to investors, implements a sustained and stable profit distribution policy and reasonably formulates the return plan for shareholders while taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company.
2. When the company has the conditions for cash dividend in the next three years (20212023), the profit distribution mode of cash dividend shall be preferred.
3. Fully consider and listen to the opinions of shareholders (especially minority shareholders) and independent directors.
3、 Specific contents of shareholder return plan from 2021 to 2023
(I) form of profit distribution
The company distributes dividends in cash, stock or a combination of cash and stock. The company gives priority to the profit distribution mode of cash dividend. If conditions permit, the company can make interim profit distribution. (II) specific conditions and proportion of cash dividends of the company
Except under special circumstances, when the company makes profits in the current year and the accumulated undistributed profits are positive, the profits distributed in cash every year shall not be less than 30% of the distributable profits realized in the current year.
Special circumstances refer to one of the following situations: the net cash flow generated by the company’s operating activities in the current year is negative; The company and its holding subsidiaries have major investments or major cash expenditures in the current year.
Major investment or major cash expenditure refers to that the cumulative investment or cash expenditure of the company and its holding subsidiaries in the current year reaches or exceeds 10% of the company’s latest audited net assets.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, business model, profitability and whether there are major capital expenditure arrangements of the company, distinguish the following situations, and formulate practical 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%;
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. When determining the specific amount of profit to be distributed in cash, the company will fully consider the impact of future business activities and investment activities, and pay full attention to the social capital cost, bank credit and creditor’s rights financing environment, so as to ensure that the distribution plan is in line with the overall interests of all shareholders.
(III) specific conditions for the company to issue stock dividends
When the company is operating well and growing rapidly, 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 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.
(IV) if a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied. 4、 Decision making procedure and mechanism of profit distribution scheme
1. The company’s profit distribution plan shall be drafted by the company’s management and submitted to the board of directors and the board of supervisors for deliberation. Independent directors shall express independent opinions. The board of directors shall form a special resolution on the profit distribution plan and submit it to the general meeting of shareholders for deliberation.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. 2. When the board of Directors considers the profit distribution plan, it must be approved by more than half of all directors.
3. When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
4. If the company does not pay cash dividends due to the special circumstances specified in the articles of association or this plan, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends 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.
5. After the general meeting of shareholders of the company has made resolutions on the profit distribution plan and the plan of converting capital reserve into share capital, the company will implement the specific plan within 2 months after the conclusion of the general meeting of shareholders. 5、 Formulation cycle and decision-making mechanism of shareholder return planning
1. The shareholder return plan takes three years as a cycle, which is formulated by the board of directors of the company and submitted to the general meeting of shareholders for deliberation and approval by special resolution after the independent directors issue clear opinions.
The board of directors of the company shall review the shareholder return plan for the next three years every three years and revise it timely and reasonably according to the situation or policy changes to ensure that its contents do not violate the profit distribution policies determined by relevant laws and regulations and the articles of association.
2. During the implementation period of the plan, in case of force majeure such as war and natural disasters, or changes in the company’s external business environment that have a significant impact on the company’s production and operation, or major changes in the company’s own business conditions, or major changes in other important factors affecting the profit distribution policy such as the promulgation of new provisions on the profit distribution policy of listed companies by national laws and regulations, the company may adjust the profit distribution policy.
When the company adjusts the profit distribution policy, the board of directors shall make a special discussion based on the protection of shareholders’ interests and demonstrate the reasons for the adjustment in detail. The proposed profit distribution policy shall be adopted by more than half of all directors and submitted to the general meeting of shareholders for deliberation. Independent directors shall express independent opinions on the adjustment of profit distribution policies. The board of supervisors shall review the adjustment of profit distribution policies proposed by the board of directors. The adjustment of the company’s profit distribution policy shall be approved by a special resolution of the general meeting of shareholders.
3. When the company really needs to adjust the shareholder return plan, on the basis of fully listening to the opinions and demands of minority shareholders and the clear opinions of independent directors, the board of directors of the company shall submit it to the general meeting of shareholders for deliberation and approval by special resolution. 6、 Interpretation and effectiveness
Matters not covered in this plan will be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. The board of directors of the company is responsible for formulating and interpreting the plan, which will take effect from the date of deliberation and approval by the general meeting of shareholders of the company, and the same is true when revising it.
Jointo Energy Investment Co.Ltd.Hebei(000600) April 20, 2002
