Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) the next three years
(2022-2024) shareholder dividend return planning
In order to further standardize the profit distribution behavior of Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as ” Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) ” or “the company”), improve and improve the scientific, sustainable and stable profit distribution policy, decision-making and supervision mechanism, guide investors to establish the concept of long-term investment and rational investment, and give investors reasonable investment returns, In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission, The board of directors of the company formulated the plan for shareholders’ dividend return in Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) the next three years (2022-2024) (hereinafter referred to as the “plan”).
1、 Principles for formulating the plan
The board of directors formulated the plan, fully considered and listened to the requirements and wishes of shareholders, especially small and medium-sized shareholders, with the purpose of sustainable development and safeguarding shareholders’ rights and interests, based on the consideration of returning investors and sharing enterprise value, and based on real and reasonable factors such as the growth of the company, the dilution of net assets per share, the matching of the company’s share price and the size of the company’s share capital, When the company’s stock valuation is within a reasonable range, the company can distribute stock dividends while implementing cash dividends.
2、 Factors considered in the formulation of the plan
Focusing on long-term and sustainable development, the company comprehensively considers the company’s current and future profit scale, cash flow status, development stage, project investment capital demand, funds raised in this issuance, bank credit and external financing environment, and establishes a sustainable, stable and scientific return planning and mechanism for investors, so as to make institutional arrangements for profit distribution, To ensure the continuity and stability of profit distribution policy.
3、 Contents of the company’s shareholder dividend return plan for the next three years (2022-2024)
The board of directors of the company formulates the future dividend return plan for shareholders. On the one hand, it insists on ensuring a stable return on investment to shareholders; On the other hand, combined with the operation status and business development objectives, the company will use its own funds such as raised funds and undistributed profits retained after cash dividends to further expand the production and operation scale and bring long-term investment returns to shareholders. The company’s specific dividend plan is as follows:
(I) basic principles of distribution
1. The profit distribution of the company shall pay attention to the reasonable return to investors, take into account the sustainable development of the company, and maintain the continuity and stability of the profit distribution policy.
2. The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability. 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 small and medium-sized investors in the decision-making and demonstration of profit distribution policies.
(II) distribution mode and sequence
The company distributes dividends in the form of cash, stock and a combination of cash and stock. Where the conditions for cash dividends are met, cash dividends shall be given priority, and the profit distribution shall not exceed the scope of accumulated distributable profits. If the company still has profits available for distribution after distributing profits in cash, and the board of Directors considers that the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the company can distribute profits in the form of stock dividends.
(III) conditions for cash dividends
When the company makes profits in the current year, the accumulated undistributed profits at the end of the current year are positive, and there is no major investment plan or major cash expenditure, the company can distribute profits in cash.
(IV) no cash dividend
The company may not pay cash dividends in the current year under the following circumstances:
1. The balance of the company’s cash (including bank deposits, highly liquid bonds, etc.) other than the raised funds, government special financial funds and other special funds or special account management funds is insufficient to pay cash dividends;
2. The implementation of the established dividend policy will lead to the failure of major investment projects and major transactions approved by the general meeting of shareholders or the board of directors to be implemented according to the established transaction plan;
3. The audited asset liability ratio (parent company) of the current year exceeds 70%;
4. The audit institution shall issue a non-standard and unqualified audit report on the annual financial report of the company.
(V) proportion of cash dividends
In accordance with the company law and other relevant laws, regulations and the articles of association, the company will pay cash dividends once a year in principle in the next three years on the basis of meeting the conditions for cash dividends and in combination with the company’s sustainable operation and long-term development. The profits distributed in cash each year shall not be less than 10% of the distributable profits realized in the current year, Or the 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.
(VI) interval of profit distribution
On the premise that there are profits available for distribution, in principle, the company shall distribute profits at least once a year; If conditions permit, the board of directors of the company may propose the company to conduct Interim Cash Dividends according to the company’s current profit scale, cash flow status, development stage and capital demand.
(VII) 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, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
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, when making profit distribution, 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 stage and there are major capital expenditure arrangements, the minimum proportion of cash dividends in this profit distribution shall reach 20%.
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.
(VIII) decision making procedure and mechanism of profit distribution policy
1. When the company formulates a specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions;
2. The profit distribution plan shall be discussed and proposed by the audit committee of the board of directors of the company, and finally decided by the board of directors. The board of directors of the company shall put forward feasible profit distribution proposals according to the financial and operating conditions of the company, and form a profit distribution plan through the adoption and resolution of more than half of all directors;
3. Before convening the board of directors of profit distribution, independent directors shall put forward clear opinions on the proposal of profit distribution. If the profit distribution proposal is approved, it shall be approved by more than half of all independent directors; If they disagree with the profit distribution proposal, the independent directors shall put forward the facts and reasons for their disagreement, require the board of directors to reformulate the profit distribution proposal, and may propose to convene the general meeting of shareholders if necessary.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation;
4. The board of supervisors shall put forward clear opinions on the profit distribution proposal. If it agrees to the profit distribution proposal, it shall be adopted by more than half of all supervisors and form a profit distribution plan. If it disagrees with the profit distribution proposal, the board of supervisors shall put forward the facts and reasons for its disagreement, recommend the board of directors to formulate a new profit distribution proposal, and may propose to convene a general meeting of shareholders if necessary;
5. If the profit distribution plan is approved to be implemented after the above procedures, the board of directors shall propose to convene the general meeting of shareholders and submit it to the general meeting of shareholders for approval; The profit distribution plan shall be adopted by more than 1 / 2 of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders.
(IX) adjustment of profit distribution policy
The company’s profit distribution policy shall not be changed at will. If the current policy does conflict with the company’s operation, investment planning and long-term development needs, and it is necessary to adjust the profit distribution policy, the board of directors of the company shall propose a modification scheme of the profit distribution policy to the general meeting of shareholders.
When revising the profit distribution policy, the company shall take the interests of shareholders as the starting point and pay attention to the protection of the interests of investors. The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
The board of directors shall make a special discussion on the adjustment of the company’s profit distribution policy, demonstrate the reasons for the adjustment in detail, and form a written demonstration report. In the process of revising the profit distribution policy, the board of directors of the company shall fully discuss with independent directors and fully consider the opinions of minority shareholders. When the board of directors of the company reviews and modifies the profit distribution policy, it shall be approved by more than half of all directors and more than 1 / 2 of independent directors, and the independent directors shall express independent opinions on the revision of the profit distribution policy. The board of directors of the company shall propose the modification plan of profit distribution policy to the general meeting of shareholders. The reasons shall be explained in detail in the proposal submitted to the general meeting of shareholders. When considering the change of profit distribution policy, the company shall provide online voting to facilitate the participation of public shareholders in the general meeting of shareholders. The change proposal of profit distribution policy shall be adopted by special resolution of the general meeting of shareholders, The company shall disclose the reasons for the adjustment of profit distribution policy in the periodic report.
(x) information disclosure of profit distribution
The company shall disclose the profit distribution plan and related matters in accordance with relevant regulations; 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, and whether the independent directors have fulfilled their responsibilities and played their due role, 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, the company shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
4、 Application cycle of the plan
The company shall review the plan at least once every three years to determine the shareholder dividend return plan and specific plan for the corresponding period, and the board of directors of the company shall formulate the annual or medium-term dividend plan in combination with the current profit scale, cash flow status, development stage and capital demand of the company.
The company accepts the supervision of all shareholders, independent directors, supervisors and public investors on the company’s profit distribution. Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) January 19, 2022
