In accordance with the requirements of Listed Company Supervision GuidelineNo.3——Cash Dividend Distribution promulgated by CSRC, the Board ofDirectors of Jiangling Motors Corporation, Ltd. (hereinafter referred to as “JMC”or the “Company”) formulates JMC Year 2023-2025 Shareholder Return Plan(hereinafter referred to as “the Plan”), to improve and achieve a scientific,sustainable, stableand transparent profit distribution policy and supervisionmechanism. Details of the Plan are as follows:
I. Considerations in the Formulation of the PlanJMC is aiming at long-term and sustainable development, and will build up ascientific, sustainable, and stable profit distribution policy and supervisionmechanism for all investors, in consideration of JMC’s actual situation,developing target, wishes and requirements of the shareholders, outsidefinancing cost and environment, so as to maximize the investment return of theshareholders and keep the continuity and stability of the Company’s profitdistribution policy.
II. PrinciplesJMC shall carefully listen to the opinions from the shareholders, (esp. mediumand small shareholders) and Independent Directors, upon the satisfaction ofthe capital needs for the Company’s operations and its long term development,JMC will distribute profits in the forms of cash, stock, combination of cash andstock, or other ways as allowed by the laws, and will give priority to cashdividend in its profit distribution. The accumulative profits distributed in cashwithin three years shall be no less than 30% of the average annualdistributable profits achieved over the past three years. The Company maydistribute stock dividend if it is conducive to the long term development of theCompany and shareholders’ interests in terms of capital scale andshareholding structure.
III. Year 2023-2025 Shareholder Return PlanDuring 2023-2025, JMC will give priority to cash dividend and keep thecontinuity and stability of profit distribution policy. Upon satisfaction of capitalneeds for the Company’s routine operations and its long term development,and if both the profit achieved in the current year and accumulated retainedearnings are positive, the Company can distribute cash dividend. Cashdividend distributed every year shall be no less than 10% of distributableprofits achieved in the current year; the accumulative profits distributed in cashwithin three years shall be no less than 30% of the average annualdistributable profits achieved over the past three years. The Company mayalso distribute stock dividend when the cash dividend requirement is met.
The Board puts forward the proposal on the Company’s annual profitdistribution after a fiscal year is finished and submits the proposal toShareholders’ Meeting for approval. The Board can also put forward interim orsupplemental profit distribution proposals in accordance with the requirementsof laws, regulations and the Articles of Association of the Company.
IV. Formulating the cycle and decision-making mechanism for the
Shareholder Return Plani. The Company will review the Shareholder Return Plan (for the next 3 years)every three years.ii. The Board will formulate the Shareholder Return Plan (for the next 3 years)in consideration of profit, cash flow, development phase, current capital.Independent Directors shall express their opinions on the Plan. Proposal onthe Shareholders’ Return Plan will be submitted to the Shareholders’Meeting for final approval.
V. The Plan herein shall enter into effect as of the date of being approved by
the Shareholders’ Meeting.
Board of DirectorsJiangling Motors Corporation, Ltd.May 24, 2023