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Shareholder Return Plan for Daren Shares for the Next Three Years (2018–2020)
Dalian Refrigeration Co., Ltd.
The next three years ( 2018–2020 Year) Shareholder Return Plan
To further clarify Dalian Refrigeration Co., Ltd. (“the Company”)’s commitment to providing investors with reasonable investment returns, enhance the transparency and operational feasibility of profit distribution decisions, facilitate investor oversight of the Company’s operations and profit distribution practices, and encourage investors to adopt a long-term and rational investment mindset, in accordance with the China Securities Regulatory Commission’s “Notice on Further Implementing Matters Related to Cash Dividends by Listed Companies” (CSRC Document No. …), [2012]37 No.), “Regulatory Guidance for Listed Companies No. 3 No.—Cash Dividends of Listed Companies” (CSRC Announcement [2013]43 No.) and other relevant document requirements, the company has formulated the “Three-Year Plan for the Future ( 2018–2020 “Shareholder Return Plan for the Year” (hereinafter referred to as the “Plan” or “this Plan”), with the following specific contents:
I. Considerations in Planning and Formulation
From a sustainable development perspective, the company comprehensively considers factors such as the characteristics of its industry, its stage of development, its business model, profitability, cash flow position, and any significant capital expenditure commitments.
II. Principles for Formulating the Plan
This plan, while complying with applicable national laws and regulations as well as the Company’s Articles of Association, will fully consider and solicit the views of a broad base of investors—particularly small and medium-sized shareholders—and independent directors; place great emphasis on providing shareholders with reasonable investment returns; and strike a balance with the Company’s future sustainable development. To this end, the Company will adopt a proactive profit distribution policy that is both consistent and stable. In principle, the Company will declare dividends annually and will give priority to cash dividends, striving to exceed the minimum payout ratio stipulated in the Articles of Association.
III. The Next Three Years ( 2018–2020 Year) Specific Shareholder Return Plan
In principle, the Company distributes dividends once a year, on a per-share basis, following the year-end financial statements; provided, however, that this shall not apply if the shareholders’ meeting adopts a special resolution to the contrary. No fixed dividend is payable on ordinary shares.
Dividends may be distributed in any of the following forms, either separately or concurrently:
1 Cash: denominated and declared in Renminbi. Cash dividends on Renminbi ordinary shares shall be paid in Renminbi, while cash dividends on domestically listed foreign-invested shares shall be paid in Hong Kong dollars; the conversion rate shall be the mid-rate of the Renminbi-to-Hong Kong dollar exchange rate published by the People’s Bank of China on the first business day following the date of the resolution passed at the shareholders’ meeting.
When the company distributes profits, the proportion of cash dividends in the current profit distribution shall be no less than 20% The company shall distribute cash dividends each year in an amount no less than the company’s net profit for that year. 10% , or the cumulative cash dividends over the most recent three years shall not be less than the average annual net profit realized over the same period. 30%。
2 Stocks: Shareholders are entitled, in accordance with the law and in proportion to the type of shares they hold, to receive dividends in the corresponding type of stock.
When distributing dividends, the Company shall give priority to cash dividends. Subject to compliance with the required cash dividend payout ratio, the Company may also distribute profits in the form of stock dividends. Any distribution of profits in the form of stock dividends shall be based on genuine and reasonable factors, such as the Company’s growth prospects and the potential dilution of net asset value per share.
IV. Decision-Making and Supervisory Mechanisms for Shareholder Return Planning
When formulating the annual profit distribution plan, the Company shall comprehensively consider such factors as the characteristics of its industry, its stage of development, its business model, its profitability, its cash flow position, and whether there are any significant capital expenditure commitments. The aforementioned profit distribution plan may be submitted to the Shareholders’ Meeting for deliberation only after it has been approved by a majority of all directors and after the independent directors have expressed their clear opinions thereon.
When reviewing the aforementioned profit distribution proposal, the company’s board of directors shall conduct thorough research and deliberation on matters such as the timing, conditions, and minimum ratio for cash dividends.
When the Company convenes a shareholders’ meeting to deliberate the aforementioned profit distribution proposal, it shall proactively engage in communication and dialogue with shareholders, particularly small and medium-sized shareholders, through multiple channels, fully solicit their views and concerns, and promptly respond to the issues of concern to these shareholders.
V. Implementation of the Profit Distribution Plan
Following the resolution on the profit distribution plan by the company’s shareholders’ meeting, the board of directors shall complete the distribution of dividends (or shares) within two months after the convening of the shareholders’ meeting.
VI. Decision-Making Procedures and Mechanisms for Adjusting the Profit Distribution Policy
In the event of force majeure, or if there are significant changes in the external business environment or in the Company’s own operating conditions, the Company may adjust its profit distribution policy.
In the course of reviewing and deliberating on adjustments to the profit distribution policy, the company’s board of directors shall give full consideration to the views of independent directors and minority shareholders; any adjusted profit distribution policy must comply with the relevant regulations issued by the China Securities Regulatory Commission and the stock exchanges. The adjusted profit distribution policy may be submitted to the general meeting of shareholders for consideration only after it has been approved by a majority of all directors and after the independent directors have expressed their explicit opinions.
When the shareholders’ meeting deliberates the revised profit distribution policy, the voting method shall comply with the relevant regulations of the China Securities Regulatory Commission and the stock exchanges, and shall be approved by the voting rights held by the shareholders present (including shareholder proxies). Two-thirds Approved above.
VII. Matters not covered in this Plan shall be governed by applicable laws, regulations, normative documents, and the Articles of Association of the Company.
VIII. This Plan shall take effect as of the date on which it is approved by the Shareholders’ Meeting; the same shall apply to any amendments thereto. The Board of Directors of the Company shall be responsible for interpreting this Plan.
Board of Directors of Dalian Refrigeration Co., Ltd.
2018 year 5 month 18 day