Statement
The China Securities Regulatory Commission and the exchange's decisions or opinions regarding this issuance do not guarantee the authenticity, accuracy, or completeness of the application documents and disclosed information, nor do they make substantive judgments or guarantees regarding the issuer's profitability, investment value, or investor returns. Any contrary statements are false representations. According to the Securities Law, after securities are legally issued, the issuer is responsible for changes in operations and earnings. Investors must independently assess the issuer's investment value and make their own investment decisions, bearing the investment risks arising from changes in the issuer's operations and earnings or fluctuations in securities prices.
Major Matters Reminder
1. Compliance with Issuance Conditions
The company's issuance of convertible bonds to unspecified objects complies with the legal issuance conditions as stipulated in the Company Law, Securities Law, and the Administrative Measures for the Registration of Securities Issuance by Listed Companies.
2. Credit Rating of the Convertible Bonds
The company has engaged China Securities Pengyuan to rate the convertible bonds. According to the credit rating report, the company's credit rating is "AA-", and the convertible bonds also have a credit rating of "AA-" with a stable outlook. During the bond's term, China Securities Pengyuan will conduct at least one follow-up rating annually and issue a follow-up rating report. If the credit rating changes due to external operating environment, internal factors, or changes in rating standards, it may increase investor risk and affect their interests.
3. No Guarantees for the Convertible Bonds
The convertible bonds issued this time are not secured. Investors should be aware that the lack of guarantees may pose repayment risks.
4. Profit Distribution Policy and Recent Three Years' Profit Distribution
(1) Profit Distribution Policy
The current effective Articles of Association stipulate the following profit distribution policy:
- Principle of Profit Distribution: The company should implement a stable and sustainable profit distribution policy, focusing on reasonable returns for investors while considering the company's sustainable development. The opinions of minority shareholders should be fully considered during decision-making.
- Forms of Profit Distribution: The company may distribute profits through cash dividends, stock dividends, or other legally permitted methods. Cash dividends should be prioritized over stock dividends when conditions allow.
- Specific Conditions and Proportions for Cash Dividends: If there are no significant investment plans or expenditures, the company should distribute cash dividends, with the cumulative cash dividends over three consecutive years not less than 30% of the average distributable profits for those three years.
(2) Recent Three Years' Profit Distribution
The company's cash dividend situation over the last three years is as follows:
| Year | Net Profit Attributable to Shareholders (10,000 RMB) | Cash Dividend (Including Tax) (10,000 RMB) | Cash Dividend Ratio (%) |
|---|---|---|---|
| 2025 | 11947.81 | 6219.62 | 52.06 |
| 2024 | 10649.80 | 6204.81 | 58.26 |
| 2023 | 10978.15 | 5987.28 | 54.54 |
| 2022 | 10683.71 | 4866.51 | 45.55 |
On May 15, 2023, the company’s 2022 annual general meeting approved the profit distribution plan for 2022, distributing a cash dividend of 3.3 RMB (including tax) for every 10 shares based on a total share capital of 147,470,000 shares, totaling 48,665,100 RMB, with no stock dividends or capital reserves for increasing share capital. The cash dividend amount for this distribution accounted for 45.55% of the net profit attributable to ordinary shareholders in the 2022 consolidated financial statements, in compliance with the Articles of Association.