Shandong Fengyuan Chemical Co.Ltd(002805)
Shareholder return plan for the next three years (2022-2024)
The company attaches great importance to the reasonable return on investment of shareholders. In order to improve the company’s continuous and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, and facilitate investors to form stable return expectations, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43), the company has formulated the shareholder return plan for the next three years (2022-2024), the specific contents are as follows:
1、 Planning considerations
Focusing on long-term and sustainable development, the company, based on a comprehensive analysis of the company’s actual business development, social capital cost, external financing environment and other factors, fully considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment, and establishes a sustainable Stable and scientific return planning and mechanism.
2、 Formulation principles of planning
The company shall maintain the continuity and stability of the profit distribution policy. The company’s profit distribution shall pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. In the next three years, the company will actively distribute profits in cash. This plan is formulated in accordance with relevant laws and regulations and the articles of association while maintaining the continuity and stability of profit distribution policy.
3、 Specific contents of the company’s shareholder return plan for the next three years (2022-2024)
(I) basic principles
The company implements an active, sustainable and stable profit distribution policy. The company’s profit distribution should pay attention to the reasonable investment return to investors and take into account the actual operation and sustainable development of the company in that year.
(II) differentiated cash dividend policy
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 schemes according to the following circumstances:
(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 period and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall at least reach 20%.
(III) form of profit distribution
The company may distribute dividends in cash, stock and cash and other ways permitted by laws and regulations, and give priority to the distribution of profits in the form of cash dividends.
(IV) specific conditions, proportion and period interval of the company’s cash dividend
The company shall distribute profits at least once a year. If no major cash expenditure occurs, the profits distributed by the company in cash shall not be less than 15% of the distributable profits realized in the current year.
The above major cash disbursements refer to the situation that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the company’s latest audited net assets and exceeds 50 million yuan.
(V) specific conditions for the company to issue stock dividends
When the company is operating well, the board of Directors considers 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, the company can distribute profits by issuing stock dividends under the conditions of meeting the above cash dividends. The specific dividend proportion shall be considered and approved by the board of directors, Submit to the general meeting of shareholders for deliberation and decision.
(VI) decision making procedure and mechanism of the company’s profit distribution plan
1. Before the publication of the periodic report, the board of directors of the company shall study and demonstrate the profit distribution plan on the premise of fully considering the company’s sustainable operation ability, ensuring the funds required for normal production, operation and development and paying attention to the reasonable return on investment to investors. The independent directors shall express clear opinions when formulating the cash bonus plan.
2. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
3. When formulating specific profit distribution plans, the board of directors of the company shall comply with the profit distribution policies stipulated in laws, regulations and the articles of Association; The profit distribution plan shall explain the use plan arrangement or principle of the retained undistributed profits of the current year, and the independent directors shall express independent opinions on the rationality of the profit distribution plan.
4. The board of directors, the board of supervisors and the general meeting of shareholders shall actively communicate with shareholders, especially minority shareholders, through various channels, including but not limited to telephone, fax and e-mail communication or inviting minority shareholders to attend the meeting, fully listen to the opinions and demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner.
5. The profit distribution plan shall be reviewed and approved by the board of directors and the board of supervisors respectively before it can be submitted to the general meeting of shareholders for deliberation. When the board of directors deliberates on the formulation or modification of policies related to 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; The board of supervisors shall be approved by more than half of all supervisors. When the general meeting of shareholders deliberates the profit distribution plan, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders; When voting at the general meeting of shareholders, online voting shall be provided to shareholders.
6. After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the dividend distribution within 2 months after the general meeting of shareholders is held.
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors January 13, 2022
