002357SZSE

Three-Year Shareholder Return Plan (2026-2028)

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This plan outlines Sichuan Fulun Logistics Group Co., Ltd.'s shareholder return strategy for 2026-2028. It prioritizes cash dividends, aiming for at least 30% of average net profit over three years, with specific ratios based on company development stage and capital expenditure needs. The plan emphasizes consistency, stability, and compliance with regulations.

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Stock Code: 002357 Stock Abbreviation: Fulun Logistics Announcement No.: 2026-015 Sichuan Fulun Logistics Group Co., Ltd. Three-Year Shareholder Return Plan (2026-2028) The Company and the entire Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions. In accordance with the requirements of the "Listed Company Supervision Guidance No. 3—Listed Company Cash Dividends (2025 Revision)" and other documents issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the provisions of the "Articles of Association," to further strengthen the awareness of returning value to shareholders and provide shareholders with sustained, stable, and reasonable investment returns, Sichuan Fulun Logistics Group Co., Ltd. (hereinafter referred to as the "Company") has formulated the "Three-Year Shareholder Return Plan (2026-2028)" (hereinafter referred to as the "Plan") based on a full consideration of the Company's actual operating conditions and future development needs. I. Main Considerations for Formulating This Plan The Company, focusing on its current operating status and sustainable development, comprehensively considers factors such as industry development characteristics, its development stage, its business model, profitability, significant capital expenditure plans, and the banking credit and debt financing environment. It balances shareholders' immediate return needs with the Company's long-term development capital requirements, establishing a consistent, stable, and scientific return planning and distribution mechanism to ensure the consistency, reasonableness, and stability of the Company's profit distribution policy. II. Basic Principles for Formulating This Plan While complying with national laws and regulations and the "Articles of Association," the Company balances the overall interests of all shareholders with the Company's long-term interests in sustainable development. Profit distribution shall be determined based on the lower of the distributable profits in the consolidated financial statements and the parent company's financial statements to determine a reasonable profit distribution plan. The profit distribution policy shall maintain continuity and stability, adhering to the principle of distributing profits in statutory order and the principle of equal shares for equal rights and equal dividends for equal shares. III. Specific Plan for Shareholder Returns Over the Next Three Years (I) Forms of Profit Distribution The Company will distribute dividends in cash or a combination of cash and stock, with a priority for cash dividends. If stock dividends are distributed, there must be genuine and reasonable factors such as the Company's growth and the dilution of earnings per share. The Company's profit distribution shall not exceed the cumulative profits available for distribution to shareholders and shall not affect the Company's ability to continue its operations. (II) Interval for Profit Distribution Provided that the Company's normal operations and steady development are ensured, and in the absence of major investment plans or significant capital expenditures, the Company will generally distribute cash dividends once a year. Under certain conditions, the Board of Directors may propose interim profit distributions based on the Company's profitability and funding needs. (III) Specific Conditions and Proportions for Cash and Stock Dividends

  1. Provided that the Company is profitable in the current year, has positive accumulated undistributed profits, and can ensure its continued operation and long-term development, the Company shall prioritize cash dividends if there are no major capital expenditure plans. The cumulative cash dividends distributed by the Company in the last three years shall not be less than 30% of the average net profit realized in the last three years. The specific dividend ratio for each year shall be proposed by the Board of Directors based on the Company's annual profitability and future capital usage plans.
  2. If the Company's operating conditions are good, and the Board of Directors believes that the Company's earnings per share, stock price, and the Company's share capital size and structure are mismatched, the Company may distribute profits through stock dividends in addition to meeting the aforementioned cash dividend ratio. When determining the specific amount of profit distribution through stock dividends, the Company shall fully consider whether the total share capital after the stock dividend distribution is compatible with the Company's current operating scale and profit growth rate, and consider the impact on future debt financing costs, to ensure that the profit distribution plan is in line with the overall and long-term interests of all shareholders.
  3. At the time of actual dividend distribution, the Board of Directors shall comprehensively consider factors such as the industry characteristics, development stage, business model, profitability, and whether there are major capital expenditure plans, and propose a differentiated cash dividend policy in accordance with the procedures stipulated in the "Articles of Association": (1) If the Company is in a mature development stage and has no major capital expenditure plans, the proportion of cash dividends in the profit distribution shall be at least 80%. (2) If the Company is in a mature development stage and has major capital expenditure plans, the proportion of cash dividends in the profit distribution shall be at least 40%. (3) If the Company is in a growth development stage and has major capital expenditure plans, the proportion of cash dividends in the profit distribution shall be at least 20%. If the Company's development stage is difficult to distinguish but there are major capital expenditure plans, the provisions of the preceding item (3) may be followed.
  4. The aforementioned major capital expenditure matters refer to any of the following situations: (1) The cumulative expenditure on planned external investments, acquisitions, or asset purchases within the next twelve months reaches or exceeds 30% of the Company's net assets as of the most recent audited period or 20% of total assets. (2) The net cash flow from operating activities for the year is negative. (3) Other circumstances stipulated by the China Securities Regulatory Commission or the Shenzhen Stock Exchange. (IV) Mechanism for Discussion and Communication on Profit Distribution
  5. Before the release of periodic reports, the Company's management and the Board of Directors shall, after fully assessing the Company's ability to continue its operations, ensure normal production and operation, and the capital required for business development, and while valuing reasonable investor returns, research and deliberate on the profit distribution proposal.
  6. When formulating a specific profit distribution proposal, the Company's Board of Directors shall comply with the profit distribution policies stipulated by relevant Chinese laws, administrative regulations, departmental rules, and the "Articles of Association."
  7. Independent directors may solicit opinions from small and medium shareholders and submit dividend proposals, which shall be directly submitted to the Board of Directors for deliberation.
  8. During the decision-making and deliberation process of profit distribution plans, the Company may communicate and exchange with independent directors and small and medium shareholders through telephone, fax, mail, email, and the investor relations interactive platform on the company's website, to fully solicit the opinions and demands of independent directors and small and medium shareholders, and promptly respond to issues of concern to small and medium shareholders.
  9. If the Company's operating conditions are good, and the Board of Directors believes that the Company's stock price is mismatched with the Company's share capital size, and issuing stock dividends is beneficial to the overall interests of all shareholders, the Company may propose a stock dividend distribution plan, provided that the conditions for cash dividends are met. (V) Decision-Making Procedures for Profit Distribution Plans
  10. The Company's Board of Directors shall formulate and review the profit distribution plan. When reviewing the profit distribution proposal, it must be approved by more than half of all directors and more than half of the independent directors. After the Board of Directors passes a resolution on the profit distribution proposal, it shall be submitted to the shareholders' meeting for deliberation.
  11. When deliberating on the profit distribution plan, the shareholders' meeting must be approved by more than half of the voting rights held by the shareholders (including their authorized representatives) attending the meeting. If the shareholders' meeting deliberates on a proposal for stock dividends or a bonus share issue, it must be approved by more than two-thirds of the voting rights held by the shareholders (including their authorized representatives) attending the meeting. (VI) Adjustment Procedures for Profit Distribution Policy If the Company needs to adjust its profit distribution policy due to its own operating conditions, investment plans, and long-term development needs, or due to significant changes in the external operating environment, the adjusted profit distribution policy shall not violate the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The proposal for adjusting the profit distribution policy shall be formulated by the Board of Directors based on the Company's operating conditions and the relevant regulations of the China Securities Regulatory Commission, and must be approved by more than half of all directors and more than half of the independent directors before being submitted to the shareholders' meeting for deliberation. When deliberating on the adjustment or change of the profit distribution policy, the shareholders' meeting shall provide an online voting platform to facilitate shareholder participation, and the resolution must be approved by more than two-thirds of the voting rights held by the shareholders (including their authorized representatives) attending the meeting. (VII) Implementation of Profit Distribution Policy The Company shall strictly comply with the relevant regulations of the securities regulatory authorities and disclose the profit distribution proposal and the implementation of the cash dividend policy in its periodic reports, explaining whether it complies with the "Articles of Association" or the requirements of the shareholders' meeting resolution. If the Company adjusts or changes its cash dividend policy, it shall also provide a detailed explanation of whether the conditions and procedures for adjustment or change are compliant and transparent. The Company shall distribute dividends (or shares) within two months after the shareholders' meeting passes a resolution or the Board of Directors determines the specific plan based on the conditions and limits for interim dividends in the following year as set by the annual shareholders' meeting. (VIII) In cases where shareholders have misappropriated company funds in violation of regulations, the Company shall deduct the cash dividends allocated to such shareholders to repay the misappropriated funds. IV. Formulation Cycle and Related Decision-Making Mechanism for the Shareholder Return Plan The Company's Board of Directors shall, in principle, revise this Plan every three years. The Board of Directors shall determine the shareholder return plan for the relevant period by combining specific operating data, fully considering the Company's current profit scale, cash flow status, development stage, and current capital needs. If the Company does not experience circumstances requiring an adjustment of the profit distribution policy as stipulated in the "Articles of Association," it may refer to the most recently formulated or revised shareholder return plan and will not formulate a new three-year shareholder return plan. Sichuan Fulun Logistics Group Co., Ltd. April 28, 2026

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