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Shareholder Return Plan for Daling Shares for the Next Three Years (2015–2017)
Dalian Refrigeration Co., Ltd.
Shareholder Return Plan for the Next Three Years (2015–2017)
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 promote a culture of long-term and rational investing among investors, the Company has formulated the “Three-Year Shareholder Return Plan (2015–2017)” (hereinafter referred to as the “Plan” or “this Plan”) in accordance with the requirements of relevant documents, including the China Securities Regulatory Commission’s “Notice on Further Implementing Matters Related to Cash Dividends by Listed Companies” (CSRC Document No. [2012]37) and the “Regulatory Guidance No. 3 for Listed Companies—Cash Dividends by Listed Companies” (CSRC Announcement No. [2013]43). The specific contents of the Plan are set out below:
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 reasonable investment returns to shareholders; 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 once annually, giving priority to cash dividends and striving to exceed the minimum payout ratio stipulated in the Articles of Association.
III. Specific Shareholder Return Plan for the Next Three Years (2015–2017)
In principle, the Company distributes dividends once annually, on a per-share basis, following the year-end financial statements; provided, however, that this shall not apply in the event of a special resolution passed by the General Meeting of Shareholders. No fixed dividend is payable on ordinary shares.
Dividends may be distributed in any of the following forms, either separately or concurrently:
1. Cash Dividends: 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 cash dividend shall account for at least 20% of the total profit distribution for that year. The Company shall distribute no less than 10% of its net profit for the year in cash each year, or, over the most recent three years, the cumulative cash dividends shall be no less than 30% of the average annual net profit realized during that period.
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 assets per share.
IV. Decision-Making and Oversight 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 of 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 company’s external operating 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 of 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 accompanied by clear opinions from the independent directors.
When the shareholders’ meeting deliberates the revised profit distribution policy, the voting procedure shall comply with the relevant regulations of the China Securities Regulatory Commission and the stock exchanges, and such resolution shall be adopted by a majority of at least two-thirds of the voting rights held by the shareholders present (including shareholder proxies).
VII. Any matters not covered in this Plan shall be governed by applicable laws, regulations, normative documents, and the provisions of the Company’s Articles of Association.
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.
June 24, 2015
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Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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