Hichain Logistics Co.Ltd(300873)
In the next three years (20222024), the shareholder dividend return plan aims to further establish and improve Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”) a scientific, sustainable and stable shareholder return mechanism, increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of public investors, In accordance with the company law, the notice on further implementing matters related to 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 [2022] No. 3) and other relevant laws and regulations, as well as the relevant provisions of the articles of association, the company has formulated the return plan for shareholders’ dividends in the Hichain Logistics Co.Ltd(300873) next three years (20222024), The details are as follows:
1、 Considerations for the formulation of shareholder dividend return planning
The company will focus on long-term and sustainable development, comprehensively consider the actual situation and development objectives of the enterprise, and establish a sustainable, stable and scientific return planning and mechanism for investors, 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 dividend return planning
The shareholder return planning of the company fully considers and listens to the requirements and wishes of shareholders, especially small and medium-sized shareholders. On the premise of ensuring the normal operation and business development of the company, it adheres to the basic principle of cash dividend, and comprehensively considers the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements.
3、 Formulation cycle of shareholder return plan
The company takes three years as a shareholder return planning cycle and formulates a shareholder return planning every three years. In combination with the company’s profitability, business development planning, social capital cost, external financing environment and other factors, the board of directors of the company, after fully considering and listening to the opinions of shareholders (especially public investors), independent directors and supervisors, studies and demonstrates the shareholder return plan for the next cycle, puts forward the plan, and then submits it to the general meeting of shareholders for deliberation.
During the return planning period, the company will maintain the continuity and stability of the profit distribution policy. If the company needs to adjust the three-year return plan determined this time due to major changes in the external business environment or its own business situation, the board of directors shall make a resolution after detailed demonstration, and then submit it to the general meeting of shareholders for deliberation. The adjusted shareholder return plan shall comply with the relevant provisions of the company’s profit distribution policy.
4、 Shareholder dividend return plan (20222024)
1. Basic principles of the company’s profit distribution policy
The company implements an active profit distribution policy and attaches importance to the reasonable return on investment to investors. The company shall maintain the continuity and stability of the profit distribution policy, while taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The profit distribution shall not exceed the scope of distributable profits and shall not damage the sustainable operation ability of the company. The board of directors, the board of supervisors and the general meeting of shareholders shall give full consideration to the opinions of independent directors and public investors in the decision-making and demonstration of profit distribution policies.
2. Method of profit distribution
The company can distribute profits in cash, stock or a combination of cash and stock, and the profit distribution method of cash dividend is preferred.
3. Conditions and proportion of dividends
Dividends can be distributed when the following conditions are met:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report.
The company will use cash dividends for profit distribution under the condition that the company realizes profits, there is no outstanding loss, there is enough cash to implement cash dividends and does not affect the normal operation of the company. The annual profit distributed by the company in the form of cash dividend shall not be less than 10% of the distributable profit realized in the current year, or the cumulative profit distributed by the company in the last three years in the form of cash shall not be less than 30% of the annual distributable profit realized in the last three years.
4. Proportion and interval of cash dividends
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 policies:
(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%;
(4) When the cash distribution of the company reaches 20% of the profits in the current development stage, it should account for the lowest proportion of the company’s cash distribution.
The above “major capital expenditure arrangement” means that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment and buildings in the next 12 months reaches or exceeds 20% of the company’s latest audited net assets, and the absolute value reaches 50 million yuan.
In principle, the company will pay cash dividends once after the annual general meeting of shareholders is approved. The board of directors of the company can propose the company to pay Interim Cash Dividends according to the company’s profitability and capital demand.
5. Conditions of stock dividend distribution
When the company is operating well and the board of Directors believes that 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 on the premise of ensuring full cash dividend distribution. If the company uses stock dividends for profit distribution, it shall have real and reasonable factors such as growth, dilution of net assets per share and so on.
6. Decision making procedures and mechanisms
The annual profit distribution plan of the company shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability, capital supply and demand. The independent directors shall express independent opinions on the profit 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.
When the general meeting of shareholders deliberates the profit distribution plan, the company shall provide shareholders with online voting methods, 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. 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 2 months after the general meeting of shareholders is held.
If the company is profitable in the current year and meets the conditions for cash dividends, but the board of directors fails to submit a profit distribution plan to the general meeting of shareholders in accordance with the established profit distribution policy, it shall explain the reasons, the purpose and use plan of the funds not used for dividends retained in the company in the periodic report, and the independent directors shall give independent opinions.
7. Change of the company’s profit distribution policy
The company shall formulate or adjust the dividend return plan and plan according to its own actual situation and in combination with the opinions of shareholders (especially public investors) and independent directors. However, the company shall ensure that the current and future dividend return plans and plans shall not violate the following principles: that is, when the company makes profits in the current year and meets the conditions of cash dividend, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 20% of the profits distributed at that time.
If the profit distribution policy needs to be adjusted due to major changes in the external business environment or their own business conditions, the reasons shall be demonstrated and explained in detail in the proposal of the general meeting of shareholders based on the protection of shareholders’ rights and interests; The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; When the proposal is approved by the shareholders’ meeting, the independent profit distribution policy shall be submitted to the shareholders’ meeting for deliberation and resolution, and the proposal shall be submitted to the shareholders’ meeting for deliberation and approval by the shareholders’ meeting. When the proposal is approved by the shareholders’ meeting, the independent profit distribution policy shall be submitted to the shareholders’ meeting for deliberation and resolution. The adjustment plan of profit distribution policy shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
5、 Matters not covered in this plan
In case of any matters not covered in this plan or any conflict between this plan and relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Hichain Logistics Co.Ltd(300873) board of directors
May 23, 2022
