Lonkey Industrial Co.Ltd.Guangzhou(000523)
Shareholder dividend return planning for the next three years (20222024)
In order to further improve the profit distribution policy of Lonkey Industrial Co.Ltd.Guangzhou(000523) (hereinafter referred to as “the company”), establish and improve a sustained, stable and scientific dividend mechanism, maintain the continuity and stability of the profit distribution policy and safeguard the legitimate rights and interests of investors, In accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission, and in combination with the actual situation of the company, the company has prepared the return plan for shareholders’ dividends in the next three years (20222024), which is as follows: I. considerations for the formulation of the return plan for shareholders
Focusing on long-term and sustainable development, the company has established a sustainable, stable and scientific return planning and mechanism for investors on the basis of comprehensive consideration of the actual situation and development objectives of the enterprise, industry development trend, external financing environment and other factors, so as to make institutional arrangements for dividend distribution, so as to ensure the continuity and stability of dividend distribution policy. 2、 Formulation principles of shareholder return planning
1. The company implements an active profit distribution policy, attaches importance to the reasonable return on investment to investors, and maintains continuity and stability.
2. The company may distribute dividends in the form of cash, stock or a combination of cash and stock. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability.
3. The company gives priority to the profit distribution mode of cash dividend. If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution.
4. The opinions of the shareholders and the board of supervisors on the profit distribution policy of the company and the decision-making process of the board of directors shall be fully considered.
3、 Specific shareholder dividend return planning for the next three years (20222024) 1. Form of profit distribution
The company’s profit distribution may be in the form of cash, stock, a combination of cash and stock, or other ways permitted by law. If the conditions for cash dividends are met, the company shall give priority to cash dividends for profit distribution compared with stock dividends. When the conditions for cash dividends are met, the company will pay cash dividends once a year in principle; If conditions permit, the company can distribute interim cash profit.
In any three consecutive years, the accumulated profits distributed by the company in cash shall not be less than 10% of the annual distributable profits realized in the three years.
2. Specific conditions for cash dividends
(1) The company makes profits in the current year;
(2) The cumulative distributable profit per share in the current year shall not be less than 0.01 yuan;
(3) The company has abundant cash flow in the current year, and the implementation of cash dividends will not affect the capital demand of the company’s subsequent normal production and operation;
(4) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report; (5) The asset liability ratio of the audited consolidated statements of the company in this year shall not exceed 70%;
(6) The company has no major investment plan or major cash expenditure (except for the projects raised funds). Major investment plan or major cash expenditure means 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 10% of the company’s latest audited net assets. (7) Other circumstances stipulated by laws, administrative regulations and departmental rules or stipulated by the CSRC and the stock exchange.
3. Proportion of cash dividends
In any three consecutive years, the accumulated profits distributed by the company in cash shall not be less than 10% of the annual distributable profits realized in the three years.
When the company makes profit distribution under the condition of cash dividend, 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:
(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%;
The specific stage of the company’s actual dividend distribution shall be determined by the board of directors according to the specific circumstances.
4. Conditions of stock dividend distribution
According to the annual profit and cash flow, the company can pay attention to the synchronization between capital expansion and performance growth on the premise of ensuring the minimum cash dividend ratio and the reasonable capital stock scale and equity structure of the company, and can consider stock dividend. 4、 Decision making procedure of profit distribution scheme
The profit distribution plan shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability, capital demand and shareholder return plan, and the opinions of independent directors and external supervisors shall be fully solicited. Independent directors express independent opinions on the distribution plan, which shall be submitted to the general meeting of shareholders for deliberation and approval after being reviewed and 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. The specific decision-making procedures are as follows: after the end of each fiscal year, the board of directors of the company shall formulate the profit distribution plan of the company for the current year according to the company’s profit distribution plan, combined with the company’s production and operation status, cash flow status, future development planning, capital use demand, loss recovery status of previous years and other factors, with the realization of reasonable returns to shareholders as the starting point, and solicit the opinions of independent directors and the board of supervisors in advance. The profit distribution plan shall be submitted to the general meeting of shareholders for deliberation after being approved by more than half of the independent directors and more than half of the supervisors and voted by more than half of all directors. If more than half of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders agree with the voting, it is deemed to be passed. 5、 Effective mechanism of shareholder return plan
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The board of directors of the company shall be responsible for the interpretation of this plan, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
Lonkey Industrial Co.Ltd.Guangzhou(000523) board of directors
April 29, 2002
