Sinomine Resource Group Co.Ltd(002738)
Shareholder dividend return planning for the next three years (20222024)
In order to further enhance the transparency of the profit distribution policy of Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as ” Sinomine Resource Group Co.Ltd(002738) ” and “the company”), improve and perfect the company’s profit distribution decision-making and supervision mechanism, ensure the continuity and stability of profit distribution, give investors reasonable investment returns, effectively protect the legitimate rights and interests of minority shareholders, and guide investors to establish the concept of long-term investment and rational investment, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the notice on matters related to the further implementation of cash dividends of listed companies and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association, and comprehensively consider the profitability, business development planning, shareholder return Due to the cost of social capital, external financing environment and other factors, the company has formulated the shareholder dividend return plan for Sinomine Resource Group Co.Ltd(002738) next three years (20222024), which has yet to be deliberated and approved by the general meeting of shareholders of the company. The details are as follows:
1、 Factors considered by the company in formulating this plan
The company focuses on the long-term and sustainable development of the enterprise. Based on the comprehensive analysis of the actual situation of the company’s operation and development, development strategy, enterprise profitability, social capital cost and external financing environment, the company fully considers the characteristics of the industry in which the company is located, the current development stage, its own business model, profitability, cash flow status, project investment capital demand, bank credit and creditor’s rights financing environment, etc, On the premise of ensuring the rationality of the company’s share capital scale and ownership structure, comprehensively consider the short-term and long-term interests of shareholders, and make institutional arrangements for profit distribution, so as to establish a sustainable, stable and scientific dividend return planning and mechanism for investors, so as to ensure the continuity and stability of the company’s profit distribution policy, and take into account the overall interests of all shareholders and the long-term interests and sustainable development of the company.
2、 Formulation principles of the plan
The company shall actively implement a continuous and stable profit distribution policy, and comprehensively consider the reasonable investment return of investors and the long-term development of the company. The company will adhere to cash dividends in the next three years (20222024). This plan is formulated in accordance with relevant laws, regulations and the articles of association on profit distribution while maintaining the continuity and stability of profit distribution policies.
3、 Specific planning of the company’s return to shareholders in the next three years (20222024)
(I) profit distribution mode
The company may distribute dividends in the following forms: 1. Cash; 2. Shares; 3. Combination of cash and stock.
On the condition that cash dividends are met, cash dividends shall be given priority for profit distribution. In principle, the company distributes profits once a year. If possible, 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.
(II) specific conditions and proportion of cash dividends
The company’s implementation of cash dividends must meet the following conditions at the same time:
1. After the company makes profits in the current year, makes up for the losses of previous years and withdraws the accumulation fund according to law, the accumulated undistributed profit is positive, the cash flow is abundant, and the implementation of cash dividends will not affect the subsequent sustainable operation of the company;
2. The audit institution shall issue an unqualified audit report on the annual financial report of the company, and the company shall give priority to cash distribution of dividends.
On the premise of ensuring the normal operation and long-term development of the company, taking into account the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, the company will distribute dividends in cash when it is profitable in the current year and the accumulated undistributed profits are positive. The profits distributed in cash each year shall not be less than 20% of the distributable profits realized in the current year.
Where the company distributes dividends in cash, it shall do so in accordance with the following provisions:
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%.
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. Major cash expenditure refers to the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets (including land use rights) or purchase of equipment in the next 12 months, which reaches or exceeds 10% of the company’s latest audited net assets. (III) specific conditions for issuing stock dividends
According to the accumulated distributable profits, accumulation fund and cash flow, on the premise of ensuring full cash dividends and reasonable scale of the company’s share capital, and when the board of directors of the company believes that the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the company can distribute profits by issuing stock dividends. The specific dividend proportion shall be reviewed and approved by the board of directors of the company and submitted to the general meeting of shareholders for deliberation and decision.
4、 Decision making procedure and mechanism of profit distribution
(I) the profit distribution plan of the company shall be drafted by the board of directors and submitted to the general meeting of shareholders for approval after deliberation and approval. When drawing up the profit distribution plan, the board of directors shall listen to the opinions of relevant parties, especially independent directors and minority shareholders. Independent directors shall express clear opinions on the profit distribution plan. The board of supervisors shall supervise the implementation of the profit distribution plan.
(II) if the company is profitable in the current year and has profits available for distribution, and the board of directors does not propose a profit distribution plan in cash, the reasons shall be disclosed in the periodic report, and the purpose of the funds not used for cash dividends retained in the company shall also be explained. Independent directors and the board of supervisors shall express their opinions on this.
(III) when the company formulates the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of cash dividend, adjustment conditions and other decision-making procedures. 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 plan of profit distribution, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to opening special line telephone, Secretary mailbox and inviting small and medium-sized investors to attend the meeting), fully listen to the demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner.
(IV) the company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan approved by the general meeting of shareholders. If it is really necessary to adjust or change the cash dividend policy determined in the articles of association, it shall meet the conditions specified in the articles of association, perform the corresponding decision-making procedures after detailed demonstration, and be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
5、 Formulation cycle and adjustment mechanism of the plan
The company shall review the company’s shareholders’ dividend return plan for the next three years at least once every three years, evaluate and modify the profit distribution policy being implemented by the company according to the opinions of shareholders (especially minority shareholders), independent directors and supervisors, and determine the shareholders’ dividend return plan for this period. The company formulates the shareholder dividend return plan for the next three years, and the board of directors shall submit the proposal to the general meeting of shareholders for voting. The independent directors shall express their independent opinions and submit them to the general meeting of shareholders for deliberation, which shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
6、 Information disclosure of profit distribution of the company
(I) 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 meets the provisions of the articles of association or the requirements of the resolution 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 of adjustment or change are compliant and transparent.
(II) if the cash dividend policy is adjusted or changed, specify whether the conditions and procedures for adjustment or change are compliant and transparent.
(III) where the company’s control is changed due to the proposed issuance of securities, major asset restructuring, merger and division, or acquisition, the company’s cash dividend policy and corresponding arrangements, the board’s explanation of the above situation and other information shall be disclosed in detail in the prospectus or issuance plan, major asset restructuring report, equity change report or acquisition report.
7、 Supplementary Provisions
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 the plan, which shall be implemented from the date of deliberation and approval by the general meeting of shareholders, and the same shall apply to the revision Sinomine Resource Group Co.Ltd(002738) board of directors may 23, 2022
