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 provide 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, changes in the issuer's operations and earnings are the issuer's responsibility. Investors should 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 after the legal issuance of securities.
Important Matters
1. Compliance with Issuance Conditions
This issuance of convertible bonds 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 Chengxin Securities Rating Co., Ltd. to rate the convertible bonds. The issuer'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, the rating agency will conduct at least one follow-up rating annually and issue a follow-up rating report. Changes in the credit rating due to external operating environments, internal factors, or changes in rating standards may increase investor risks and affect their interests.
3. No Guarantee for the Convertible Bonds
The convertible bonds issued this time are not secured. Investors should be aware that the absence of guarantees may pose repayment risks.
4. Company's Profit Distribution Policy and Recent Three-Year Profit Distribution
(1) Profit Distribution Policy
The current effective Articles of Association stipulate the following profit distribution policy:
- Article 168: The company shall implement a stable and continuous profit distribution policy, emphasizing reasonable returns to investors while considering the company's sustainable development. The distribution must not exceed the cumulative distributable profits.
- (2) The company may distribute profits in the form of cash dividends, stock dividends, or a combination of both, or other legally permitted methods. Cash dividends should take precedence over stock dividends when conditions permit.
- (3) Cash dividends should be distributed annually, with a minimum of 30% of the average distributable profits over the past three years if there are no major investment plans or expenditures.
- (4) If cash dividend conditions are met, the company may propose stock dividends if revenue and net profit grow rapidly, and the board believes the capital structure is reasonable.
- (5) The profit distribution proposal is drafted by the management and board, reviewed by the board, and submitted for shareholder approval.
- (6) Changes to the profit distribution policy must consider the opinions of independent directors and public investors and must comply with relevant regulations.
(2) Recent Three-Year Profit Distribution
The company's cash dividend situation over the past three years is as follows:
| Year | Net Profit Attributable to Shareholders (RMB 10,000) | Cash Dividend (Including Tax) (RMB 10,000) | Cash Dividend Ratio (%) |
|---|---|---|---|
| 2023 | 1097.81 | 598.73 | 54.54 |
| 2024 | 1064.98 | 620.48 | 58.26 |
| 2025 | 1194.78 | 621.96 | 52.06 |