Shareholder return planning for the next three years (2022-2024)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice of the China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and other relevant laws and regulations Normative documents and relevant provisions of the articles of association of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) (hereinafter referred to as the “articles of association”), in order to further strengthen the awareness of returning shareholders and provide shareholders with sustainable, stable and reasonable return on investment, Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) (hereinafter referred to as the “company”) on the basis of fully considering the actual operation and future development needs of the company, It has formulated the shareholder return plan for the next three years (2022-2024) (hereinafter referred to as the “plan”).
1、 Factors considered by the company in formulating the plan
The company’s shareholder return plan for the next three years is based on a comprehensive analysis of the actual business development, social capital cost, external financing environment and other factors, and 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, The arrangement made on the basis of balancing the short-term interests and long-term interests of shareholders.
2、 Formulation principles of planning
The formulation of this plan shall comply with the relevant provisions on profit distribution in the articles of association, pay attention to the reasonable return on investment to shareholders, take into account the actual operation and sustainable development of the company in the current year, deal with the relationship between the company’s short-term interests and long-term development on the basis of fully considering the interests of shareholders, and determine a reasonable profit distribution scheme, Based on this, the plan for the implementation of profit distribution policy in a certain period is formulated to maintain the continuity and stability of the company’s profit distribution policy.
3、 Shareholder return planning for the next three years (2022-2024)
(I) profit distribution principle
The company attaches importance to the reasonable return on investment to investors and implements a sustained and stable profit distribution policy. On the premise of the company’s profitability, normal operation and long-term development, the company implements a positive, sustained and stable profit distribution policy.
(II) profit distribution form
The company may distribute dividends in cash, shares or a combination of the two. On the premise of the company’s profitability, normal operation and long-term development, the company will give priority to cash distribution of dividends.
(III) period interval of profit distribution
In principle, the company will distribute profits at least once a year if the conditions are met. The board of directors of the company may propose the company to make interim profit distribution according to the company’s profit and capital demand.
(IV) cash dividend conditions and dividend proportion
1. When the company plans to implement cash dividend, the following conditions shall be met at the same time:
(1) The company is profitable in the current year and the accumulated undistributed profit is positive;
(2) The company’s cash flow can meet the needs of the company’s normal operation and sustainable development;
(3) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report. 2. Provisions on cash dividend ratio
The profit distributed by the company in cash every year shall not be less than 10% of the distributable profit realized in the current year. The company may distribute bonus shares at the same time as the above cash dividend distribution.
When the company pays cash dividends, the proportion of cash dividends shall also comply with the following requirements:
(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%.
The above major capital expenditure arrangements refer to 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 and exceeds 30 million yuan.
The board of directors of the company will comprehensively consider the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major asset expenditure arrangements, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association.
(V) conditions for distribution of stock dividends
When the company is in good operation, the board of Directors considers that the company has real and reasonable factors such as the company’s growth and the dilution of net assets per share, 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.
(VI) decision making procedures for profit distribution
1. The specific dividend distribution plan submitted by the board of directors to the general meeting of shareholders shall be adopted by more than half of all directors of the board of directors and more than two-thirds of all independent directors.
2. Independent directors shall express independent opinions on the profit distribution plan.
3. The board of supervisors shall review the specific dividend distribution plan proposed by the board of directors and adopt it by more than half of all supervisors of the board of supervisors.
4. After the board of directors deliberates and approves the profit distribution plan, it shall be deliberated by the general meeting of shareholders. When announcing the resolution of the board of directors, the audit opinions of the independent directors and the board of supervisors shall be disclosed at the same time.
5. If the board of directors does not propose a cash profit distribution plan for the company’s profit in the current year, it shall explain in detail the reasons for the non dividend and the purpose for which the funds not used for dividend are retained in the company in the resolution announcement and periodic report of the board of directors, and the independent directors and the board of supervisors shall give audit opinions on this.
6. The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, external supervisors and public investors in the decision-making and demonstration of profit distribution policies. The company will listen to and accept the suggestions and supervision of public investors on profit distribution through various channels (telephone, fax, e-mail and investor relations interactive platform).
(VII) decision making procedures for cash dividends
When formulating the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions, minimum proportion and adjustment conditions of the company’s cash dividend. The specific cash dividend plan submitted by the board of directors to the general meeting of shareholders shall be adopted by more than half of all directors and more than two-thirds of all independent directors, And approved by the general meeting of shareholders. Independent directors shall express clear opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (telephone, fax, e-mail, investor relations interactive platform), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
(VIII) decision making procedure for profit distribution policy adjustment
The company will maintain the continuity and stability of dividend distribution policy. If it is really necessary to adjust the profit distribution policy due to the needs of the company’s own operation, investment planning and long-term development, or major changes in the external business environment, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange, The proposal on adjusting the profit distribution policy shall be formulated by the board of directors in accordance with the company’s operating conditions and the relevant provisions of the CSRC, submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. When making the proposal at the general meeting of shareholders, it shall be demonstrated in detail and explain the reasons.
The board of directors shall fully listen to the opinions of shareholders (especially public investors) and independent directors when formulating proposals for adjusting profit distribution policies. If the board of directors deliberates and approves the proposal on adjusting the profit distribution policy, it shall be adopted by more than half of all directors of the board of directors and more than two-thirds of all independent directors. Independent directors shall express independent opinions and disclose them in a timely manner.
The board of supervisors shall review the proposal on adjusting the profit distribution policy proposed by the board of directors and pass it by more than half of all supervisors of the board of supervisors.
When the general meeting of shareholders deliberates the proposal on adjusting the profit distribution policy, it shall fully listen to the opinions of the public shareholders. In addition to setting up on-site meeting voting, it shall also provide shareholders with online voting system for support.
(IX) disclosure of profit distribution policy
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear and clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected.
If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
If the company does not make profit distribution in the current year or lower than the cash dividend ratio specified in the articles of association, the board of directors of the company shall disclose the reasons in the periodic report, and the independent directors shall express independent opinions on the reasons for non dividend and the purpose of non dividend funds retained in the company. The proposal on profit distribution shall be submitted to the general meeting of shareholders for approval after being reviewed by the board of directors of the company, The reasons and the specific purpose of the retained funds shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders. 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、 Planning formulation cycle and relevant decision-making mechanism
The board of directors of the company shall formulate plans according to the profit distribution policies determined in the articles of association. If the company needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development, or due to major changes in the external business environment and its own business conditions, the board of directors of the company shall adjust the plan in combination with the actual situation of the company, which can be implemented only after it is reviewed and approved by the board of directors and submitted to the general meeting of shareholders of the company. The board of directors shall ensure that the plan is reviewed every three years to ensure that the content of the plan proposed to be revised does not violate the profit distribution policy determined in the articles of association.
5、 Supplementary Provisions
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations and the articles of association. The board of directors of the company shall be responsible for the interpretation of the plan, which shall take effect from the date of deliberation and adoption by the general meeting of shareholders of the company, and the same shall apply when revising.
Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) board of directors
January 14, 2022
