Guangdong Great River Smarter Logistics Co.Ltd(002930) : shareholder return plan for the next three years (20222024)

Guangdong Great River Smarter Logistics Co.Ltd(002930)

Shareholder return planning for the next three years (20222024)

Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) in order to improve the company’s profit distribution decision-making and supervision mechanism and give investors a reasonable return on investment, in accordance with 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 and other relevant provisions of the China Securities Regulatory Commission, The plan for shareholders’ dividend return in the next three years (20222024) is formulated as follows:

1、 Factors considered in the formulation of shareholder return plan

When formulating the shareholder return plan, the company should focus on long-term and sustainable development, comprehensively consider the actual situation and development objectives of the company, establish a sustainable, stable and scientific return plan and mechanism for investors, and make institutional arrangements for profit distribution, so as to ensure the continuity and stability of profit distribution policy.

2、 Formulation principles of shareholder return plan

The shareholders’ return planning of the company shall fully consider and listen to the opinions of shareholders, especially public investors and independent directors. The company can distribute dividends in cash or stock or a combination of cash and stock, in which cash dividends take precedence over stock dividends.

3、 Cycle and mechanism of planning and adjustment of shareholders’ dividend return

The company shall reconsider the shareholder dividend return plan at least every three years, make appropriate and necessary adjustments to the profit distribution policy being implemented by the company according to the opinions of shareholders, especially public investors and independent directors, and formulate the shareholder return plan for this period. The company guarantees that the adjusted shareholder return plan will not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange.

The board of directors of the company shall, in combination with the specific operation conditions, fully consider the company’s profit scale, cash flow status, development status and current capital demand, and formulate the annual or medium-term dividend plan in combination with the opinions of shareholders, especially public investors and independent directors, which shall be implemented after being voted by the general meeting of shareholders of the company. Before the general meeting of shareholders deliberates on the profit distribution plan, 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.

4、 Shareholder return plan for the next three years (20222024)

If there is no major investment plan or major capital expenditure, the company shall distribute dividends in cash. The accumulated profits distributed in cash in the last three years shall not be less than 30% of the average annual distributable profits in the last three years. The company may distribute bonus shares while implementing the above cash dividend distribution. When formulating the profit distribution plan, the board of directors shall comprehensively consider the characteristics of the company’s industry, the ranking of the same industry, competitiveness, profit margin and other factors, demonstrate the development stage of the company, and whether there are major capital expenditure arrangements to formulate the company’s profit distribution policy.

The profit distribution plan follows the following principles:

1. If the development stage of the company is mature and there is no major capital expenditure arrangement, the 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 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 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 investment plan or major capital expenditure refers to one of 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 50% of the company’s latest audited net assets and exceeds 50 million yuan; 2. In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets.

The company shall timely exercise the shareholder rights of the wholly-owned subsidiary, promote the wholly-owned subsidiary to pay cash dividends to the company in accordance with the provisions of the articles of association of the wholly-owned subsidiary, and ensure that such dividends are paid to the company before the company pays dividends to the shareholders.

5、 Procedures to be performed for profit distribution

The specific profit distribution plan of the company shall be proposed by the board of directors to the general meeting of shareholders of the company. Independent directors shall express clear opinions on whether the profit distribution plan formulated by the board of directors carefully studies and demonstrates the timing, conditions and minimum proportion of the company’s profit distribution plan, adjustment conditions and decision-making procedures. The profit distribution plan formulated by the board of directors shall be adopted by more than half of the board of directors (including more than 2 / 3 of independent directors) and more than half of the supervisors of the board of supervisors. The board of directors shall explain the use plan of retained undistributed profits in the profit distribution plan, and independent directors shall express independent opinions on the rationality of the profit distribution plan before the board of Directors considers the profit distribution plan of the current year. After the profit distribution plan of the company is deliberated and approved by the board of directors and the board of supervisors, the board of directors shall submit it to the general meeting of shareholders for deliberation.

For proposals related to profit distribution, the independent directors of the company may solicit their voting rights at the general meeting of shareholders from the shareholders of social public shares of the company before the general meeting of shareholders. When exercising the above functions and powers, the independent directors shall obtain the consent of more than 1 / 2 of all independent directors.

Before considering the profit distribution plan, the general meeting of shareholders of the company shall communicate and exchange with public investors, especially small and medium-sized investors, through the investor exchange platform of Shenzhen Stock Exchange, the company’s website, telephone, fax, e-mail and other channels, and fully listen to the opinions and demands of public investors, The Secretary of the board of directors or securities affairs representative of the company shall timely summarize relevant opinions and explain them at the board of directors deliberating the profit distribution plan.

The profit distribution plan shall be adopted by more than half of the shareholders (including shareholders’ agents) attending the general meeting of shareholders. 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.

6、 Adjustment of profit distribution policy

When the company’s operating profit declines for two consecutive years and the cumulative decline rate reaches more than 40% due to the adverse impact of the external business environment or its own operation, or the net cash flow from operating activities is negative for two consecutive years, the company may adjust the profit distribution policy as needed. The adjusted profit distribution policy shall not damage the rights and interests of shareholders or violate the relevant regulations of the CSRC and the stock exchange, 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 of the company.

If it is necessary to adjust the profit distribution policy, the board of directors of the company shall put forward a proposal on the adjustment of the profit distribution policy according to the actual situation. The proposal on the adjustment of the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance. The proposal on the adjustment of the profit distribution policy shall be voted by more than half of all members of the board of directors (including more than 2 / 3 of the independent directors) and by more than half of the supervisors. The adjustment plan of profit distribution policy approved by the board of directors and the board of supervisors shall be submitted by the board of directors to the general meeting of shareholders for deliberation.

The board of directors shall demonstrate and explain the reasons in detail in the proposal of the general meeting of shareholders. The proposal on the adjustment of the company’s profit distribution policy shall be considered and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully listen to the opinions of minority shareholders, the company shall provide convenience for public shareholders to participate in the general meeting of shareholders by providing online voting, and independent directors can publicly solicit the voting rights of minority shareholders if necessary.

The company guarantees that the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange.

7、 Specific conditions for issuing stock dividends

When the company grows rapidly and the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, it can distribute stock dividends while implementing the above cash dividend distribution.

8、 Use of retained undistributed profits

The retained undistributed profits of the company are mainly used to supplement working capital, purchase assets, purchase equipment, foreign investment and other investment expenses, expand production and operation scale, optimize financial structure, improve product competitiveness, promote the rapid development of the company, realize the future development planning objectives of the company, and finally maximize the interests of shareholders.

9、 Other

If the company’s shareholders and their related parties occupy the company’s funds in violation of regulations, the company shall deduct the cash dividends distributed to the shareholders to repay the funds they occupy.

The plan shall come into force from the date of deliberation and adoption by the general meeting of shareholders.

Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors

April 27, 2022