On June 27, Tianshan issued a shareholder dividend return plan for the next three years (2025-2027), with cash dividends distributed annually in the three years from 2025 to 2027 not less than 50% of the distributable profits realized in that year. The specific proportion of cash dividends for each year shall be proposed by the board of directors according to the company's annual profitability and future capital use plan.
The full text is as follows:
Shareholder dividend return plan
for the next three years (2025-2027) In order to further enhance the transparency of the profit distribution policy of Tianshan Materials Co., Ltd. (Hereinafter referred to as the "Company"), improve and perfect the profit distribution decision-making and supervision mechanism of the Company. Ensure the continuity and stability of profit distribution, effectively protect the legitimate rights and interests of small and medium-sized shareholders, and guide investors to establish long-term investment and rational investment concepts. In accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China, the Guidelines for the Supervision and Administration of Listed Companies No.3-Cash Dividends Distribution of Listed Companies and other relevant laws, administrative regulations and the relevant provisions of the Articles of Association of Tianshan Materials Co., Ltd. The Company has formulated the Dividend Return Plan for Shareholders in the Next Three Years (2025-2027) (hereinafter referred to as the "Plan"), the details of which are as follows:
I. Principles
for the Formulation of the Plan Company shall actively implement a continuous, stable and scientific profit distribution policy. Comprehensively consider and listen to the opinions of shareholders, especially minority shareholders and independent directors, attach importance to reasonable investment returns to shareholders, take into account the sustainable development needs of the company, and establish a sustainable, stable and positive dividend policy for the company on the premise of ensuring the normal operation and development of the company. In the next three years (2025-2027), the Company will focus on cash dividends and maintain the continuity and stability of its profit distribution policy in compliance with the relevant laws, administrative regulations and the provisions of the Articles of Association on profit distribution. Factors
considered in the
formulation of this plan formulation of this plan focuses on the reasonable return to shareholders and the sustainable development of the company. On the basis of comprehensive analysis of the actual situation of the company's operation and development, development strategy, enterprise profitability, social capital cost and external financing environment, etc. Fully considering the characteristics of the industry in which the company is located, the current stage of development, its own business model, profitability, cash flow, project investment capital demand, bank credit and creditor's rights financing environment, etc., and on the premise of ensuring the reasonableness of the company's equity scale and ownership structure, the short-term and long-term interests of shareholders are taken into account as a whole. So as to establish a sustainable, stable and scientific dividend return plan and mechanism for shareholders, so as to ensure the continuity and stability of the company's profit distribution policy, taking into account the overall interests of all shareholders and the company's long-term interests and sustainable development. Shareholders' return plan
for
the next three years (2025-2027) (I) Method
of profit distribution The Company's profit distribution includes cash, shares, a combination of cash and shares, and other methods permitted by laws and administrative regulations. Cash dividends shall be given priority in the company's profit distribution.
(II) Profit distribution time
After the shareholders' meeting of the Company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within two months after the convening of the shareholders' meeting. If conditions permit, the board of directors of the company may also propose interim cash dividends according to the company's financial situation. Conditions and proportion
of
cash dividends In accordance with the relevant requirements of the Company Law and the Articles of Association, the Company will actively distribute dividends in cash in the next three years on the premise of complying with the principle of profit distribution and ensuring the normal production and operation and long-term development of the Company. In the three years from 2025 to 2027, the cash dividends distributed each year shall not be less than 50% of the distributable profits realized in that year. The specific proportion of cash dividends for each year shall be proposed by the board of directors according to the company's annual profitability and future capital use plan.
Major investment plans refer to the investment plans that need to be submitted to the shareholders' meeting for consideration in accordance with the provisions of the Articles of Association. The occurrence of
major cash expenditure refers to the cash expenditure that shall be submitted to the shareholders' meeting for consideration in accordance with the provisions of the Articles of Association.
(4) Decision-making, supervision and disclosure
of profit distribution 1. The profit distribution plan formulated by the board of directors of the company shall be resolved by the shareholders'meeting. The board of directors and the board of shareholders of the company will fully listen to and consider the opinions of shareholders (especially minority shareholders) and independent directors in the process of research, certification and decision-making of the company's profit distribution plan.
2. If the company is profitable in the current year but the board of directors has not made a profit distribution plan, the company will not only hold an on-site meeting of the shareholders'meeting, but also provide shareholders with a voting platform in the form of network. At the same time, the reasons for not making a profit distribution plan and the use of the funds not used for dividends retained in the company shall be disclosed in the periodic report.
3. Independent directors have the right to express independent opinions if they consider that the specific cash dividend plan may damage the rights and interests of the company or minority shareholders. If the board of directors does not adopt or does not fully adopt the opinions of the independent directors, it shall record the opinions of the independent directors and the specific reasons for not adopting them in the resolution of the board of directors and disclose them.
4. The Company shall disclose the formulation and implementation of the profit distribution policy in detail in the regular report, stating whether it complies with the provisions of the Articles of Association or the requirements of the resolution of the shareholders' meeting, whether the dividend distribution standard and proportion are clear and definite, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors perform their duties and play their due roles. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders are fully safeguarded.
(5) Specific conditions
for the distribution of stock dividends Under the premise of meeting the above conditions for cash dividends, taking into account the accumulated distributable profits, reserve funds and cash flow, and ensuring the minimum proportion of cash dividends, the reasonable scale of the company's share capital and the reasonable shareholding structure, the company will distribute stock dividends. When the board of directors of the company considers that the distribution of stock dividends is beneficial to the interests of all shareholders of the company as a whole, the company may distribute profits by means of stock dividends, and the specific proportion of dividends shall be submitted to the shareholders'meeting for consideration and decision after the approval of the board of directors of the company.
(6) Differentiated cash dividend policy
The board of directors of a company shall take into account the characteristics of the industry, the stage of development, its own business model, profitability, debt repayment ability, whether there are major capital expenditure arrangements and shareholder returns and other factors, distinguish the following situations, and follow the procedures stipulated in the articles of association of the company. Differentiated cash dividend policy is proposed:
1. If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividend in this profit distribution should be at least 80%;
2. If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall be at least 40%;
3. If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall be at least 20%. Where the development stage of the
company is not easy to distinguish but there is a major capital expenditure arrangement, the board of directors of the company shall deal with it according to the specific circumstances with reference to the provisions of Item 3 of the preceding paragraph.
Formulation cycle and relevant decision-making mechanism
The shareholders' return plan of the Company shall be formulated by the board of directors with comprehensive consideration of industry characteristics, strategic planning, profitability, capital needs and other factors, and in combination with the opinions of shareholders, especially minority shareholders and independent directors, and shall be submitted to the shareholders' meeting of the Company for consideration after being considered and approved by the board of directors of the Company. In principle, the board of directors of the
company takes every three years as a cycle to formulate and review the shareholder return plan. If it is necessary to adjust the established shareholder return plan of the company due to major changes in the external operating environment or its own operating conditions, it shall be demonstrated in detail and submitted to the shareholders' meeting for consideration and approval after being reviewed by the board of directors.
V. Other matters
of the Plan Matters not covered in the Plan shall be implemented in accordance with the relevant laws, administrative regulations, normative documents and the Articles of Association. This plan shall come into effect as of the date of approval by the shareholders' meeting of the Company, and the same shall apply to any amendment. The Board of Directors of the Company shall be responsible for the interpretation of this Plan.
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