Securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) securities code: 600537 Eging Photovoltaic Technology Co.Ltd(600537) shareholder dividend return plan for the next three years (2022-2024)
January 2002
Eging Photovoltaic Technology Co.Ltd(600537)
Shareholder dividend return planning for the next three years (2022-2024)
In order to improve and improve the transparency of Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as “the company”) profit distribution, facilitate investors to form stable return expectations, and guide investors to establish the concept of long-term investment and rational investment, the company, in accordance with the company law of the people’s Republic of China, China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the notice on further implementing matters related to cash dividends of listed companies (zjf [201 2] 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 According to the normative documents and the articles of association of Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as the articles of association), the board of directors of the company has formulated the shareholder dividend return plan for the next three years (2022-2024) (hereinafter referred to as the “shareholder dividend return plan” or the “plan”), the specific contents are as follows:
1、 Factors considered in formulating shareholder dividend return plan
Focusing on long-term and sustainable development, the company comprehensively considers the company’s actual operation, development objectives, shareholders’ wishes, social capital cost, external financing environment and other factors; Fully consider the current and future profit scale, cash flow status, development stage, bank credit and debt financing environment; The purpose is to establish a sustainable, stable and scientific dividend return planning and mechanism for investors, and make institutional arrangements for dividend distribution after comprehensively considering the above factors, so as to ensure the continuity and stability of dividend distribution policy.
2、 Principles for formulating dividend return planning for shareholders
The formulation of the company’s shareholder dividend return plan shall comply with the provisions of relevant laws, regulations and the articles of association, pay attention to the reasonable investment return to investors, take into account the actual operation and sustainable development of the company in the current year, take into account the reasonable capital needs of the company, and 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, Determine a reasonable profit distribution plan and maintain the continuity and stability of the company’s profit distribution policy.
The company may distribute dividends in cash, stocks, the combination of cash and stocks or other ways permitted by laws and regulations. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s ability to continue operation. During the demonstration of profit distribution plan, the board of directors shall fully discuss with independent directors and supervisors and fully listen to the opinions of minority shareholders through various channels.
3、 Specific plan for shareholders’ dividend return in the next three years (2022-2024)
(I) form and interval of profit distribution
The company distributes dividends in cash, stock, combination of cash and stock or other ways permitted by laws and regulations. The company gives priority to the profit distribution method of cash dividend.
In principle, the company conducts annual profit distribution once a year, and the board of directors of the company can propose the company to conduct interim profit distribution according to the company’s profitability and capital demand. Unless demonstrated and agreed by the board of directors, and approved by the independent directors and the resolution of the board of supervisors, the interval between two dividends shall not be less than six months in principle. (II) conditions and proportion of profit distribution
Conditions for cash dividend distribution:
1. The company’s distributable profit of the year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
There are no major investment plans or major cash expenditures;
Without affecting the normal business and long-term development of the company.
On the premise of meeting the conditions for cash dividends, if the company publicly issues securities (including stocks, convertible bonds and other varieties recognized by the CSRC), the accumulated profits distributed in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years.
Conditions for dividend distribution by stock: if the board of directors of the company considers that the stock price of the company does not match the size of the company’s share capital, the company can simultaneously adopt the method of stock dividend for profit distribution on the basis of meeting the above conditions for cash dividend distribution.
(III) differentiated cash dividend policy
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, and put forward differentiated cash dividend policies under the following circumstances:
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%.
4. If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. The board of directors puts forward the profit distribution plan of the current year according to the above principles on the basis of comprehensively considering the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements.
4、 Decision making mechanism and procedure of profit distribution
During the company’s profit distribution, the company’s management and board of directors shall reasonably put forward a profit distribution plan in combination with the company’s profitability, capital demand and shareholder return.
When considering the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend.
During the demonstration of profit distribution plan, the board of directors shall fully discuss with independent directors and supervisors and fully listen to the opinions of minority shareholders through various channels.
When deliberating the profit distribution plan, the board of directors shall obtain the consent of more than half of all directors. Independent directors can solicit the opinions of minority shareholders, put forward the profit distribution plan and directly submit it to the board of directors for deliberation.
The profit distribution plan approved by the board of directors shall be submitted to the general meeting of shareholders for deliberation. The company can provide online voting and other means to facilitate the participation of public shareholders in the general meeting of shareholders. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall 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. The above is passed.
If the company makes profits in the current year and the board of directors does not make a profit distribution plan, it shall disclose the reasons and the purpose of retaining the funds not used for dividend in the company in the periodic report, and the independent directors shall express independent opinions on this. 5、 Adjustment or change of profit distribution policy
If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning, long-term development needs, or changes in the external business environment, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange. When the board of directors deliberates the proposal on adjusting the profit distribution policy, it shall be agreed by more than half of all directors, and the independent directors shall express independent opinions on the adjustment of the profit distribution policy. The proposal of the general meeting of shareholders to review and adjust the profit distribution policy shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
6、 Other matters
Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. This plan shall be interpreted by the board of directors of the company and shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company. Eging Photovoltaic Technology Co.Ltd(600537) board of directors January 18, 2022
