Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Shareholder return planning for the next three years (20222024)
In order to protect the legitimate rights and interests of investors, realize shareholder value, give investors stable returns, continuously improve and improve the scientific, sustainable and stable shareholder return mechanism, increase the transparency and sustainability of profit distribution policy decisions, and protect shareholders’ rights and interests, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37 document) issued by the CSRC The notice on forwarding matters related to the further implementation of cash dividends of listed companies (zjssz [2012] No. 138) issued by Zhejiang regulatory bureau of CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (zjf [2022] No. 3) and the articles of association of the company issued by CSRC And other relevant regulations, and comprehensively considering the enterprise profitability, business development planning, shareholder return, social capital cost, external financing environment and other factors, the company has formulated the shareholder return plan for the next three years (20222024) (hereinafter referred to as the “shareholder return plan”), as follows:
1. Factors considered by the company in formulating shareholder return plan
The company formulates this plan with a view to long-term and sustainable development. Based on the comprehensive analysis of the actual operation and development of the enterprise, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, the company fully considers the current and future profit scale, cash flow status, development stage, project investment capital demand, bank credit and creditor’s rights financing environment of the company, so as to establish a sustainable, stable Scientific return planning and mechanism, so as to make institutional arrangements for profit distribution, so as to maintain the continuity and stability of profit distribution policy. 2. Formulation principles of the company’s shareholder return plan
The formulation of this plan should fully consider and listen to the opinions of independent directors, supervisors and social public shareholders on the premise of complying with relevant laws and regulations and relevant profit distribution provisions in the articles of association, pay full attention to the reasonable investment return to social public shareholders according to the actual business development and capital demand, and take into account the short-term interests and long-term development of the company, the overall interests of all shareholders and the sustainable development of the company.
3. Specific shareholder return plan of the company in the next three years (20222024)
(1) The company may distribute dividends in cash, stock or a combination of cash and stock. The board of directors of the company may propose the company to pay cash dividends according to the current profit scale, cash flow status, development stage and capital demand of the company.
(2) In accordance with the company law and other relevant laws, regulations and the articles of association, on the basis of meeting the conditions for cash dividends and in combination with the company’s continuous operation and long-term development, the company’s accumulated profits distributed in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. The specific dividend proportion of each year shall be proposed by the board of directors according to the company’s annual profit status and future fund use plan. (3) In the specific profit distribution, the company’s differentiated cash dividend policy:
① If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash distribution in the 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 the profit distribution shall at least reach 40%;
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 the profit distribution shall reach 20% at least;
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. (4) On the premise of ensuring full cash dividends and a reasonable scale of the company’s share capital, the company can increase the distribution of stock dividends for profit distribution.
(5) After the end of each fiscal year, the board of directors of the company shall propose a profit distribution plan and submit it to the general meeting of shareholders for deliberation and voting. The company accepts the suggestions and supervision of all shareholders, independent directors and the board of supervisors on the company’s profit distribution plan.
4. Formulation cycle and relevant decision-making mechanism of shareholder return plan
(1) The company shall review the shareholder return plan for the next three years at least once every three years, evaluate the profit distribution policy being implemented by the company according to the opinions of shareholders (especially minority shareholders), independent directors and supervisors, and determine whether the company’s profit distribution policy and shareholder return plan for the next three years need to be adjusted. If it is really necessary to adjust the shareholder return plan due to industrial regulatory policies, their own business conditions, investment planning and long-term development needs, or significant changes in the external business environment, the adjusted plan shall not violate the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company’s charter, solicit the opinions of the independent directors and the board of supervisors in advance, and submit it to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
(2) The board of directors of the company shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividends, adjustment conditions and decision-making procedures in combination with the company’s specific operating data, profit scale, cash flow status, development stage and current capital needs, as well as the opinions of shareholders (especially minority shareholders) and independent directors, and put forward the annual or medium-term profit distribution plan, It shall be implemented after being voted and approved by the general meeting of shareholders of the company. 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 distribution of dividends (or shares) within two months after the general meeting of shareholders is held.
5. Information disclosure of profit distribution of the company
The company shall disclose in detail the formulation and implementation of the cash dividend policy in the periodic report, indicating whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether the independent directors have fulfilled their responsibilities and played their due role, and whether the minority shareholders have the opportunity to fully express their opinions and demands, Whether the legitimate rights and interests of minority shareholders have been fully protected. If the cash dividend policy is adjusted or changed, it is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent.
6. Solicitation of shareholders’ opinions on profit distribution
The Secretary Office of the board of directors of the company is responsible for the management of investor relations, answering the daily consultation of investors, fully soliciting the opinions and demands of shareholders, especially minority shareholders, on the dividend return planning and profit distribution of the company’s shareholders, and timely answering the concerns of minority shareholders.
7. Effective mechanism of the 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 shall be responsible for the interpretation of the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company.
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) board of directors may 20, 2022
