the implementation of the implementation of the cash dividend over the years the situation

Updated date:2012/7/10 11:25:11

 HL CORP(SHENZHEN) , Ltd.

Cash dividend policy, development of the system, the implementation of the implementation of the cash dividend over the years the situation

 "About conscientiously implement <on the further implementation of the listed company's cash dividend related matters notice> the relevant requirements of the notice" (SZJGSZ [2012] No. 43) (hereinafter referred to as "" a notice under China Securities Regulatory Commission, Shenzhen Bureau "") spirit of the document,  HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as the "company") to conscientiously implement the "notice" requirements, the company is planning on shareholder returns and other related matters with company directors (especially the independent directors), supervisors shareholders holding more than 5% of the full communication, and listened to the views and aspirations of some small shareholders and holders of tradable shares, profit distribution policy makers from shareholder returns planning arrangements, cash dividend distribution of profits in particular matters of decision-making procedures and mechanisms sound, combined with the actual situation of the company has been fully demonstrated, forming a "demonstration report on planning matters shareholder returns", and was July 14, 2012 announcement in the designated media "huge influx of information network", as follows:

First, the development of return to shareholders planning considerations:

(A) the company's profitability

The company mainly produce bicycle parts, bicycle spare parts products over the years has maintained a global market share of the first, and on this basis, the company constantly improve product quality and value-added products, has opened up the market for sports and rehabilitation equipment, doing OEM and ODM basis of good products on the cultivation of the company own-brand products (OBM) development and production system in the market gradually established independent products and its own brand image, and strive to create a company well-known international sports and fitness rehabilitation equipment companies . The company in the three major domestic bicycle industry base in East China (Taicang Nobutaka), South China (Shenzhen letter Lung), North China (Tianjin Nobutaka) strategic layout has been completed, the last three years (2009 - A 2011) revenue compound annual growth rate 8.75%, although since 2010 the ups and downs of the global economy, the domestic economy is facing inflationary pressures, a significant increase in raw material prices, labor costs rise sharply unfavorable factors such as the company's internal and external market operations to bring greater pressure, while the Tianjin Nobutaka just set up so that the loss of a large consolidated profit decline is larger, but let it fully put into operation, the company expects will further enhance profitability, the company will be active in the next three years the annual return to investors based on actual earnings.

(B) the company's business development plan

Companies to "create human health, sports and leisure happy life" for enterprise mission, "by virtue of the company's strong R & D and manufacturing capabilities, worldwide marketing network, and strive to create a company well-known international sports and fitness rehabilitation equipment enterprise" Strategic objectives. Bicycle Components products in the company holding the first on the basis of the global market share, improve product quality and value-added products, greater efforts to develop domestic and international markets, ensure that our products leading position in the global market share and industry; sports and fitness rehabilitation equipment products positioned to lead the market trend and fashion, popular products, good OEM and ODM products, based on the company's own-brand products to cultivate (OBM) development and production system in the market gradually established their own brands and independent product image of steady improvement in sports fitness equipment products in the total rehabilitation of the company's main business revenue in proportion.

To ensure the steady growth of the company's main business, the company strategic layout in advance, for the current domestic situation of the bicycle industry in Tianjin, alteration equity investment projects, investment to set up a subsidiary in Tianjin letter Lung Industrial Co., Ltd., while optimizing the Group's overall planning, in 2011 to feed into a car subsidiary yi (Kunshan) Co., Ltd. for product structure adjustment. Tianjin long letter in October 2011 just officially put into production, capacity utilization pre insufficient, and the high fixed costs; Yi material into a car brand awareness is not high due to the early lack of orders, both yet to be realized investment gains, resulting larger losses in 2011, led to a substantial decline in consolidated net profit. The company is increasing its efforts to adjust and implement more aggressive marketing strategy to rapidly increase the size of its revenues, while the company when considering a cash bonus plan, also need to consider the appropriate ratio of retained earnings to enrich the subsequent operating funds needed for development.

(Iii) shareholders' return

The company's profit distribution policy will take full account of the shareholders, especially minority shareholders to achieve stable cash return on investment expectations and demands, but also take into account the expectations of investors in the company's continued development, to ensure the normal operation of the company's development under the premise will take cash way, in shares or cash and stock combination to distribute the profits, positive return to investors, to fulfill their social responsibility, establish a good corporate image, build investor confidence in the company's development prospects.

(Iv) the social cost of capital

Since the company continued to expand production scale and Tianjin long letter has just put into operation, raising the company has expanded the bank, interest payments will further increase the impact on corporate profits. To this end, in addition to the company by expanding financing channels for the introduction of new foreign capital inflows, and we will continue to strengthen the management of accounts receivable, good customer credit rating, to reduce the risk of bad debts may occur, improve SAP system to improve the company's capital efficiency, reduce inventory, increase inventory turnover rate and other measures to strengthen the management of operating cash flow, and cash dividends in the development plan, should consider the appropriate ratio of retained earnings; retained earnings compared with bank financing costs low less restrictive conditions conducive to both At present the interests of shareholders and the company's long-term development.

(E) the external financing environment

Company bank credit good reputation over the years are recorded in bank credit AAA enterprises, and a number of banks have established a good relationship; However, due to the implementation of the national macro-control, shrink the size of credit bank at this stage, rising financing costs, the company's adverse impact on the profits accumulated. The company will continue to maintain a good relationship between banks and enterprises, to ensure smooth financing channels for this company, combined with the strategic objectives and the company's future development, to develop practical planning and implementation of development plans, force mobilization, organization and use of funds to ensure that the funding requirements; future If the external financing environment restoration loose, the company will depend on the actual situation to consider further increase the proportion of cash dividends, increase the intensity of return for investors.

Second, the principle shareholder return

Implementation of the company sustained and stable profit distribution policy, abide by the importance of shareholders, especially small and medium investors a reasonable return on investment, taking into account the principles of sustainable development of the company, the implementation of profit distribution in accordance with the provisions of relevant laws and regulations and the "Articles of Association", profits allocation shall not exceed the scope of the accumulated distributable profits. Other profit distribution company cash, shares or a combination of cash and shares permitted by law; the implementation of positive cash bonus system, companies can conduct an interim cash dividend; annual cash distribution of profits of not less than the current year's allocation 10% of the profits; the last three years the cumulative distribution of cash profits of not less than 30% of the last three years of the average distribution of profits.

Third, the company over the years performed the implementation of the cash dividend

The company in January 2007 listed so far, adhere to the implementation of sustainable and stable profit distribution policy, attention

For shareholders, especially small investors a reasonable return on investment, and actively implement the cash distribution of dividends, cumulative cash dividends to shareholders since the year 2006 between 5 to 2011 RMB 14,472 ten thousand yuan accounted for 67.88 Company IPO net proceeds %;

In the last three years the cumulative distribution of cash profits accounted for the last three years the average annual net profit ratio of 166.21%.

Annual Dividend

Amount of cash dividends (tax included)

Bonus year consolidated net profit attributable to shareholders of listed companies

Representing the ratio of the consolidated financial statements Net profit attributable to shareholders of listed companies

Annual distributable profits

year 2011

26,800,000.00

17,068,844.13

157.01%

127,529,346.15

year 2010

0.00

43,224,252.06

0.00%

95,839,086.36

Year 2009

32,160,000.00

46,126,387.40

69.72%

96,103,194.88

The last three years the cumulative amount of cash dividends the last three years the average annual net profit ratio (%)

166.21%

The specific content of four shareholder return planning arrangements

(A) the company's profit distribution plan be revised to improve the profit distribution plan revised as follows:

1. Profit distribution policy

The implementation of sustainable and stable profit distribution policy of the company. The company attention should be paid to shareholders, especially minority vote

A reasonable return on invested capital providers, taking into account the company's sustainable development. In accordance with the provisions of relevant laws and regulations and the "Articles of Association", in a comprehensive analysis of the company's profitability, future business development plans, shareholder return, social capital costs, as well as external financing environment, the balance of shareholders a reasonable return on investment and the long-term development, and fully consider the company's current and future earnings scale, cash flow, investment funds to develop infrastructure projects demand a reasonable profit distribution plan, the implementation of positive cash bonus system. Profit distribution may not exceed a total range of profits available for distribution. Shareholders of the Company on profit distribution plan after the Board of Directors shall make a resolution to complete the dividend (or share) the distribution of the matter within two months after the shareholders' meeting. The presence of illegal occupation of shareholder funds of the Company, the Company shall deduct the cash dividends distributed to the shareholders, to repay the funds they occupy

2. Profit distribution principles

Companies should be a comprehensive analysis of the company's profitability, future business development plans, shareholder returns, etc., the balance of shareholders a reasonable return on investment and long-term development, and to take full account of the current and future profitability of the scale factors, cash flow, and other companies, every three years is a plan to develop shareholder return for the period, and in the form of clear and specific arrangements for the distribution of profits for the period, cash dividends during the interval planning and so on and so on. Each year in the company's earnings, cash flow to meet the company's normal business, infrastructure investment funds requirements planning and long-term development plan, combined with the return to shareholders planning, social capital costs and external financing environment and other factors to establish a reasonable profit distribution plan, the implementation of positive cash bonus system.

3. Profit distribution

Profit distribution can be used in other ways in cash, shares or a combination of cash and shares permitted by law; the Company may distribute interim cash dividends.

4. Cash dividends conditions

1, the company's annual profit, cash flow to meet the normal operation, investment funds and long-term development needs, the losses to extract full statutory reserve fund and reserve fund, should actively adopt cash dividends.

2, the company accumulated profit available for distribution is positive.

3, the company's auditors for the annual financial report issued unqualified audit opinions.

4. No material investment plans or the occurrence of significant cash expenditures (excluding fund-raising projects). Major investment plans or significant cash outlay means: foreign investment company intends to acquire assets or buy equipment accumulated expenditure reaches or exceeds the company's latest audited net assets of 30% within the next twelve months.

5. The time and the ratio of cash dividends

The proportion of cash dividends: Cash dividends while meeting the conditions, the proportion of cash dividends should be

1, an annual cash distribution of profits of not less than 10% of the realized profit available for distribution;

2, in the last three years the cumulative distribution of cash profits of not less than 30% of the last three years of the average distribution of profits. Specific ratio of cash distributions of profits proposed by the Board of profit distribution plan according to company profitability and business development plans submitted to the shareholders' meeting for approval.

6. The conditions of the stock dividend

Companies can profitability and cash flow for the year, to ensure the lowest proportion of cash dividends and the size of the share capital and shareholding structure of the reasonable premise, focusing on capital expansion and earnings growth to keep pace, consider the stock dividend dividends.

7. The ratio of the stock dividend

Every time allocated stock dividend for every 10 shares dividend of not less than 1 share of stock shares.

The main content of (b) the next three years shareholder return plan

1, the next three years the company will continue to implement a sustained and stable profit distribution policy, the use of cash, shares, or a combination of shares and cash distribution of profits other manner permitted by law;

2, when the next three years to meet the conditions of cash dividends, the implementation of positive cash bonus system, an annual cash distribution of profits of not less than 10% of the current year distributable profit; the last three years the cumulative distribution of cash profit at least the last three years of the average distribution of profits 30%. Specific ratio of cash distributions of profits proposed by the Board of profit distribution plan according to company profitability and business development plans submitted to the shareholders' meeting for approval, but may not exceed the cumulative cash dividends can be assigned a range of profits, without prejudice to the company's continued viability;

3, the next three years (2012-2014) in principle once a year on the company's cash dividend, the Board of Directors may propose interim dividend companies according to company profitability and funding requirements;

4, and the next three years, according to company profitability and cash flow for the year, to ensure the lowest proportion of cash dividends and the size of the share capital and shareholding structure reasonable premise, focusing on capital expansion and earnings growth to keep pace, may consider a stock dividend dividends. Every time allocated stock dividend for every 10 shares dividend of not less than 1 share of stock shares.

Fifth, improve the profit distribution decision-making procedures and mechanisms

(A) The Board of Directors further improve the profit distribution decision-making procedures and mechanisms matters

When the Board of Directors reviewed the profit distribution policy, especially cash dividend of specific programs, perform the necessary procedures, and should be carefully studied demonstrate the company's cash dividend of timing, conditions and minimum ratio adjustment conditions and procedural requirements of the decision-making matters, detailed written records management content recommendations, participants speaking points directors, independent opinions of independent directors, the Board of directors to vote and so on, and keep a written record of the file.

(Ii) further improve the Board of Supervisors on the distribution of profits matters of procedures and mechanisms

Supervisory board and management to deal with the implementation of the company's profits and shareholder returns distribution policy planning and decision-making procedures to supervise the case. Board Supervisory Board to deal with the development of the profit distribution plan or interim profit distribution plan to review or revise, and a majority of the supervisors. If the company when the annual cash dividend to meet the conditions but did not propose a cash dividend, the Board of Supervisors should take the form of resolutions of the Supervisory Board on profit distribution policy, planning and implementation of shareholder returns special opinion.

(Iii) further improve the shareholders' meeting would be a matter of profit distribution decision-making procedures and mechanisms

Shareholders vote on the General Assembly should consider the profit distribution plan established by the Board in accordance with the provisions of relevant laws and regulations and the Articles of Association. To effectively protect the rights of the public shareholders' participation in shareholder meetings, should take the initiative to invite the minority shareholders and participants through a variety of channels (including but not limited to telephone, fax, mail, interactive platforms, etc.) active and shareholders, especially minority shareholders to communicate fully listen to the views and aspirations of minority shareholders, minority shareholders and timely response to questions of interest. Board of directors, independent directors and shareholders meet certain conditions can collect their voting rights at the shareholders' meeting to shareholders of listed companies. For the current earnings but did not propose a cash dividend, the company at the general meeting of shareholders in addition to on-site meeting, will also provide the network in the form of voting platform to shareholders, independent directors should be independent opinion and public disclosure. General Meeting of Shareholders a cash dividend program, attended by more than half of the shareholders' meeting of shareholders or voting rights held by the agent.

Decision-making procedures and mechanisms (iv) amend the articles of association, specifically related matters

Amendments to the Articles, stated the following in its articles of association:

Board of Directors, the shareholders' meeting for the distribution of profits, especially the decision-making procedures and mechanisms cash dividend matters, the established profit distribution policy, especially to adjust the cash dividend policy specific conditions, decision-making procedures and mechanisms, as well as the fully listen to independent directors and minority shareholders the measures taken.

The company's profit distribution policy, especially the specific content of the cash dividend policy, profit distribution in the form of profit distribution in particular, cash dividends time and the ratio of the specific conditions of the cash dividend, issuance of stock dividends specific conditions and the distribution ratio, cash dividend minimum amount or proportion.

The Company shall strictly implement the cash dividend of specific programs Articles of Association determine the cash dividend policy and approved by the general meeting of shareholders. Indeed it is necessary to adjust the company's cash dividend policy determined by the articles of association or changed, shall meet the conditions stipulated in the articles, after detailed feasibility studies to fulfill dependent decision-making process, and by the shareholders attending the shareholders' meeting of more than two-thirds by.

(V) increase the cash dividend for an information disclosure transparency

Disclosed in detail the development and implementation of the cash dividend policy in the periodic report. Such as government cash dividend

Making adjustments or changes, detailed description of conditions and procedures for adjustment or change whether compliance transparency.

Sixth, the "Articles" amendments

By the company on July 31, 2012, held the 2012 First Extraordinary General Meeting of the "Articles of Association" with the distribution of profits related content has been revised, as follows:

Article 163 and 160 of 24 For Article 163, and to amend its constitution merger

Content:

Article 163

(A), the company's profit distribution policy: the implementation of sustainable and stable profit distribution policy of the company. The company attention should be paid to shareholders, especially small and medium investors a reasonable return on investment, taking into account the company's sustainable development. In accordance with the provisions of relevant laws and regulations and the "Articles of Association", in reasonable return on investment comprehensive analysis of the company's profitability, future business development plans, shareholder return, social capital costs, bank credit and external financing environment, the balance of the shareholders and long-term development, and fully consider the company's current and future earnings scale, cash flow, investment funds to develop infrastructure projects demand a reasonable profit distribution plan, the implementation of positive cash bonus system. Profit distribution may not exceed a total range of profits available for distribution. Shareholders of the Company on profit distribution plan after the Board of Directors shall make a resolution to complete the dividend (or share) the distribution of the matter within two months after the shareholders' meeting. The presence of illegal occupation of shareholder funds of the Company, the Company shall deduct the cash dividends distributed to the shareholders, to repay the funds they occupy.

(B) Profit distribution principles: the company's comprehensive analysis of the company's profitability, future business development plans, shareholder returns, etc., the balance of shareholders a reasonable return on investment and long-term development, and to take full account of the company's current and future earnings scale, cash traffic and other factors, to a three-year plan to develop shareholder return for the period, and in the form of clear and specific arrangements for the distribution of profits for the period, cash dividends during the planning and spacing, etc. content. Each year in the company's earnings, cash flow to meet the company's normal business, infrastructure projects and investment capital demand plan long-term development plan, combined with the return to shareholders planning, social capital costs and external financing environment and other factors to establish a reasonable profit distribution plan.

(Iii), the distribution of profits: Company profits can allocate additional cash, shares or a combination of cash and shares permitted by law; the Company may distribute interim cash dividends.

(Iv) cash dividend of conditions: in profit, cash flow to meet the normal operation, investment funds and long-term development needs and set aside the full amount of the statutory fund, under the premise of surplus reserve after the cash distribution should be actively pursued. The company intends to implement the cash dividend should at least meet the following conditions:

1, when the accumulated profits available for distribution per share of not less than 0.1 yuan;

2. No material investment plans or the occurrence of significant cash expenditures (excluding fund-raising projects). Major investment plans or significant cash outlay means: foreign investment company intends to acquire assets or buy equipment accumulated expenditure reaches or exceeds the company's latest audited net assets of 30% within the next twelve months.

(V), the proportion of cash dividends: Cash dividends while meeting the conditions, the proportion of cash dividends should be

1, an annual cash distribution of profits of not less than 10% of the realized profit available for distribution;

2, in the last three years the cumulative distribution of cash profits of not less than 30% of the last three years of the average distribution of profits. Specific ratio of cash distributions of profits proposed by the Board of profit distribution plan according to company profitability and business development plans submitted to the shareholders' meeting for approval.

(Vi) the condition distribution of stock dividends: the company can according to profitability and cash flow for the year, to ensure the lowest proportion of cash dividends and equity company size and ownership rational structure of the premise, focusing on capital expansion and earnings growth to keep pace, you can consider the stock dividend dividends.

(Vii), the lowest ratio stock dividend distribution: every time the allocation of stock dividends, stock dividend for every 10 shares of not less than 1 share of stock.

(Vi) profit distribution decision-making procedures, mechanisms:

1, after the end of each fiscal year, the company's management in accordance with the provisions of relevant laws and regulations and the "Articles of Association", take full account of the size of the year the company's profit, cash flow, capital requirements and investment company development plan, shareholder returns and planning factors, reasonable and feasible profit distribution plan, the development of the company profit distribution plan or interim profit distribution plan by the Board of Directors, submitted after consideration by the Board of Supervisors general meeting of shareholders for approval. Develop or modify the Board subject to the profit distribution plan, the Supervisory Committee after the submission by the shareholders for approval. Independent directors to respond by developing or modifying profit distribution plan and establish independent opinions publicly disclosed.

2, the Board of Directors when considering a cash dividend of specific programs, the timing should be carefully studied demonstrate the company's cash dividend, conditions and minimum percentage, adjusted conditions and procedural requirements of the decision-making matters, detailed written records management recommendations, participants speaking points directors, independent content director independent opinion, the Board of directors to vote and so on, and keep a written record of the file.

3. The Supervisory Board and management to deal with the implementation of the company's profits and shareholder returns distribution policy planning and decision-making procedures to supervise the case. Board Supervisory Board to deal with the development of the profit distribution plan or interim profit distribution plan to review or revise, and a majority of the supervisors. If the company when the annual cash dividend to meet the conditions but did not propose a cash dividend, the Board of Supervisors should take the form of resolutions of the Supervisory Board on profit distribution policy, planning and implementation of shareholder returns special opinion.

4, the company shareholders' meeting shall be considered a vote of profit distribution plan established by the Board in accordance with the provisions of relevant laws and regulations and the Articles of Association. To effectively protect the rights of the public shareholders' participation in shareholder meetings, should take the initiative to invite the minority shareholders and participants through a variety of channels (including but not limited to telephone, fax, mail, interactive platforms, etc.) active and shareholders, especially minority shareholders to communicate fully listen to the views and aspirations of minority shareholders, minority shareholders and timely response to questions of interest. Board of directors, independent directors and shareholders meet certain conditions can collect their voting rights at the shareholders' meeting to shareholders of listed companies. For the current earnings but did not propose a cash dividend, the company at the general meeting of shareholders in addition to on-site meetings, should be provided in the form of Internet voting platform to shareholders, independent directors should be independent opinion and public disclosure. General Meeting of Shareholders a cash dividend program, attended by more than half of the shareholders' meeting of shareholders or voting rights held by the agent.

5, the occurrence of the following circumstances, the performance of the company through the appropriate decision-making process can be established for the cash dividend policy adjustment: When the company net cash flow from operating activities occurred for two consecutive years is negative, the above was appropriate to reduce the proportion of cash dividends; when the end of the year the company net gearing ratio of over 70 percent can not cash dividends. According to the company production and operation, the need to invest in planning and long-term development, or external business environment changes, do need to adjust the profit distribution policy should be to protect shareholders' equity as a starting point, the profit distribution policy after adjustment shall not violate the relevant laws and regulations, norms documents, the relevant provisions of this constitution; adjusted profit distribution policy proposal published by the independent directors, board of supervisors a clear opinion, the Board of directors and the Supervisory Board after consideration by the shareholders Meeting, and by the shareholders attending the general meeting of shareholders of the two-thirds by the above. The company should also provide a network to facilitate voting minority shareholders attending the shareholders' meeting to vote.

6, the company should be in the annual report, semi-annual report disclosed in detail in Implementation of profit distribution plan and the cash dividend policy, indicating compliance with the requirements of the provisions or shareholders Articles of Association General Assembly resolutions, dividends standards and whether the proportion of clarity in the relevant decision-making the adequacy of the procedures and mechanisms, the independent directors whether due diligence to fulfill responsibilities and play its due role, if minority shareholders have the opportunity to fully express their views and demands, whether the legitimate interests of minority shareholders are fully maintenance. Cash dividend policy adjustments or changes, but also to explain the conditions and procedures for adjustment or change whether compliance transparent. If the company's annual profit and cash dividends to meet the conditions, but did not make a cash profit distribution plan, the Board of Directors shall specify the reasons and not for the cash dividend funds retained the company's purpose and use plans in their periodic reports, independent opinion of independent directors , the Supervisory Board express their views, and publicly disclosed. Company shareholders' meeting is also available with the network in the form of shareholder voting platform will facilitate the way to minority shareholders attending the shareholders meeting to vote.

After this revision, the corresponding change in Article 163 after the number of the articles of association. The company "Articles of Association" the rest remained unchanged.

Seven minority shareholders demand feedback

Since January 2007 listed so far, the company adhere to the implementation of sustainable and stable profit distribution policy, the importance of shareholders, especially small investors a reasonable return on investment, and actively implement the cash dividends. Except in 2010 due to the implementation of the national prudent monetary policy, to ensure the company's cash flow to meet the funding needs of normal operations are not carried outside profit distribution, the cumulative cash dividends to shareholders since the year 2006 between 5 to 2011 RMB 14,472 ten thousand yuan accounting for 67.88% of net IPO to raise funds; the last three years (2009--2011 year) cumulative cash dividend of RMB 5,896 million, representing the last three years the proportion of net profit of 166.21%.

The plan, the company through the line telephone and listened to some of the views of minority shareholders, since the company has over the years listed part of the minority shareholders cash dividends satisfactory. To further appeal to seek minority shareholders, the Board of Directors submitted to shareholders for the "Articles" amendments, "the next three years (2012-2014) shareholder return plan" will be taken to the site and network combination of voting be reviewed in order to protect small and medium legitimate rights and interests of shareholders. The company will continue to listen through the phone line, e-mail and other means minority shareholders of shareholder return plan views and demands of minority shareholders welcome to contact corporate communications, contact the following companies:

Tel: 0755-27749423 ext 105 Fax: 0755-27746236

E-mail: cmo@hlcorp.com

Contact: Chen Liqiu Board Secretariat, Zhou Jie

Eight independent directors

In the process of research and demonstration projects in planning matters return to shareholders, independent directors, Mr. Ganzhao Sheng, Ms. Mei Yuexin, Mr. Gan Yongming, Mr. Chen had a full road views communication and discussion; Independent Director Mr. Ganzhao Sheng, Ms. Mei Yuexin, Gan Mr. Yong Ming Chen shareholder return on the road to planning and other matters related to the development of this company issued the following special comments:

Company based in Shenzhen Securities Regulatory Bureau "About conscientiously implement implement <on the further implementation of the listed company's cash dividend related matters notice> requirements" developed "the next three years (2012-2014) shareholder return plan" (hereinafter: the plan) as an independent director of the company, we believe that: the plan reflects the Commission "on the further implementation of the listed company's cash dividend related matters notice" the spirit and the Shenzhen Securities Regulatory Commission "on implementing conscientiously implement the <related matters on the further implementation of the listed company's cash dividend notice> "requirement, and management features combined with the company, taking into account the company's future profitability, business development plan, the company in the past the actual situation of cash dividends and capital needs, specific and feasible; full attention to the planning and reasonable investor's investment return and taking into account the company's sustainable development, truly safeguard the interests of small investors in particular, shareholders and investors to form a stable return expectations; cash dividend distribution of profits, especially in the decision-making process open and transparent mechanism for all shareholders, in particular, the interests of minority shareholders have a full system to protect and enhance the transparency of the company's cash dividend, we fully agree with the draft prepared by the company, "the next three years (2012-2014) planning shareholder returns."

Nine, the Board views

The shareholder return plan on the basis of a comprehensive analysis of the company's profitability, business development planning, shareholder return, social capital costs and external financing environment and other factors, give full consideration to the company's current and future profitability of the scale, the cash flow situation, investment capital requirements, bank financing environment, etc., to meet the needs of shareholders a reasonable return on investment and the company's long-term development.

 

                                                                   HL CORP(SHENZHEN) , Ltd.

                                                                   July 10, 2012



Legal statement

Shenzhen HL Corp are subject to the final approval of the government departments and formal legal documents, HL Corp has the final interpretation, please note。