Shareholder return planning for the next three years (2022-2024)
In order to improve and perfect the company's scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay investors and guide investors to establish the concept of long-term investment and rational investment, according to the company law and the notice on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission (zjf [2012] No. 37) The board of directors of Hongbo Co.Ltd(002229) (hereinafter referred to as the "company") combines the profitability, business development planning, shareholder return and other factors of the company, The shareholder return plan for the next three years (2022-2024) (hereinafter referred to as "the plan") has been formulated. The specific contents are as follows:
1、 Considerations for formulating this plan
The company formulates this plan, focusing on the long-term and sustainable development of the company. Based on the comprehensive analysis of the actual operation and development of the company, 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 Establish a sustainable, stable and scientific return mechanism for investors, so as to make institutional arrangements for profit distribution on the basis of balancing the short-term and long-term interests of shareholders, so as to maintain the continuity and stability of profit distribution policy.
2、 Formulation principles of the plan
1. The profit distribution policy attaches importance to the reasonable investment return to investors and takes into account the sustainable development of the company;
2. Fully consider and listen to the requirements and wishes of shareholders, especially minority shareholders;
3. Distribute dividends in the form of cash, stock or a combination of cash and stock;
4. Implement a continuous and stable profit distribution policy;
5. Pay attention to the synchronization between equity expansion and performance growth;
6. If a shareholder occupies the company's funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder during profit distribution to repay the funds occupied;
7. The profit distribution of the company shall not exceed the scope of accumulated distributable profits;
8. Adhere to the principle of open and transparent information disclosure.
3、 The company's shareholder return plan for the next three years (2022-2024)
(I) profit distribution principle
The company implements a positive profit distribution policy. The company's profit distribution should pay attention to the reasonable return on investment to investors, take into account the long-term and sustainable development of the company, and the profit distribution policy should maintain continuity and stability. The company's profit distribution shall not exceed the scope of accumulated profits available for distribution and shall not damage the company's sustainable operation ability. When formulating profit distribution policies, especially cash dividend policies, the company shall perform necessary decision-making procedures.
(II) form and interval of profit distribution
The company may distribute dividends in cash, shares or a combination of cash and shares. In principle, cash dividends shall be distributed once a year. Under the conditions of cash dividend, the profit distribution mode of cash dividend shall be given priority. The board of directors may propose Interim Cash dividends or stock dividends according to the company's profitability and capital demand.
(III) conditions and proportion of profit distribution
1. Cash dividend conditions
The company's implementation of cash profit distribution shall at least meet the following conditions:
(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 annual financial report of the company;
When the above conditions are met at the same time, the company shall distribute profits in cash. The profit distributed by the company in cash every year shall not be less than 20% of the distributable profit attributable to the shareholders of the company realized in the consolidated statement year, and the cumulative profit distributed in cash in the last three years shall not be less than 30% of the annual distributable profit realized in the last three years. Undistributed distributable profits can be reserved for distribution in subsequent years and used to ensure the normal production and operation of the company and support the sustainable development of the company.
2. The board of directors of a listed company shall comprehensively consider the characteristics of the industry, development stage, its own business model, profitability and whether there are major capital (except for investment projects with raised funds) 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, 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%;
3. Conditions of stock dividend distribution
According to the accumulated distributable profits, accumulation fund and cash flow, the company can distribute dividends by issuing stock dividends and other means in order to keep the expansion of the total number of shares matched with the growth of performance on the premise of ensuring the reasonable minimum cash dividend proportion and the total number of shares of the company. When determining the specific amount of profits distributed by issuing stock dividends, the company shall fully consider whether the total number of shares after distributing profits by issuing stock dividends matches the current business scale and profit growth rate of the company, and consider the impact on the future debt financing cost, so as to ensure that the distribution scheme is in line with the overall interests of all shareholders. When the company's operation is in good condition, and the board of Directors believes that the stock price of the company does not match the size of the company's shares, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the company can put forward the stock dividend distribution plan while putting forward the cash dividend plan according to the above cash dividend conditions. The company's use of stock dividends for profit distribution should also have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
4. If a shareholder occupies the company's funds in violation of regulations, the cash dividend distributed by the shareholder shall be deducted to repay the funds occupied.
4、 Formulation and deliberation procedures of profit distribution plan
1. The board of directors shall formulate a profit distribution plan after full discussion with independent directors and supervisors on the basis of fully considering the company's sustainable operation ability, ensuring the funds required for normal production and operation and business development and the sustained and stable return to all shareholders. When formulating the 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, the conditions for adjustment and the requirements of decision-making procedures. The board of directors shall fully discuss the rationality of the profit distribution plan and form detailed meeting minutes.
The independent directors and the board of supervisors shall express clear opinions on the profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. After forming a special resolution, the profit distribution plan shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
2. When considering the profit distribution plan, the general meeting of shareholders shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to providing online voting, inviting minority shareholders to attend the meeting, etc.), fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
3. If the company's annual profits, but the board of directors has not put forward a cash dividend plan, or due to special circumstances, the accumulated profits distributed in cash in the last three years are lower than 30% of the average annual distributable profits realized in the last three years, the board of directors shall submit a detailed special explanation, including the reasons why the cash dividend is not carried out or the proportion of cash distribution is lower than 30%, the purpose of retained earnings The use plan and estimated investment income shall be expressed and publicly disclosed by independent directors; After the approval of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation and approval.
4. The board of supervisors shall review the profit distribution plan formulated or modified by the board of directors. If the company makes annual profits but does not propose a cash dividend plan, the board of supervisors shall issue special instructions and opinions on the implementation of relevant policies and plans. The board of supervisors shall supervise the implementation of the profit distribution plan.
5、 Other
Matters not covered in this shareholder return plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association. The shareholders' return plan shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, as well as revision and adjustment.
Hongbo Co.Ltd(002229) board of directors January 24, 2002
