The provisions of the company's articles of association regarding profit distribution

发布于: 2013-08-27 00:00
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The company should distribute profits in accordance with the profit distribution policy formulated by the company. The profit distribution policy should include at least the basic principles of profit distribution, the form and time interval of profit distribution, the specific conditions and proportion of cash dividends, the conditions for issuing stock dividends, the research and decision-making process and mechanism of the profit distribution plan, the review process of the profit distribution plan, the implementation of the profit distribution plan, the adjustment conditions and decision-making process mechanism of the profit distribution policy, etc
(1) The company should attach importance to reasonable investment returns for investors, especially small and medium-sized investors, while taking into account the actual business situation and strategic development goals of the company. It should formulate a sustained and stable profit distribution policy. After the profit distribution policy is determined, it should not be arbitrarily adjusted to reduce the level of return to shareholders. The decision-making and argumentation process of the company's board of directors, supervisory board, and shareholders' meeting on profit distribution policies should fully consider the opinions of independent directors, external supervisors, and public investors. The board of directors, independent directors, and eligible company shareholders may solicit voting rights from company shareholders.
(2) The company can distribute dividends in cash, stocks, or a combination of cash and stocks. The company's profit distribution shall not exceed the cumulative distributable total profit.
(3) On the premise that the company's cash flow meets the normal operation and development plan of the company, the annual profit distributed in cash by the company shall not be less than 20% of the distributable profit realized by the parent company in the current year.
(4) The company may distribute dividends in cash or stock during the mid-term, and the specific distribution ratio shall be formulated by the board of directors based on the company's operating conditions and relevant regulations, and submitted to the shareholders' meeting for review and decision.
(5) If a shareholder illegally occupies company funds, the company shall deduct the cash dividends distributed to the shareholder to repay the occupied funds.
(6) If the annual profit is not proposed for cash profit distribution, the company shall provide a detailed explanation in the annual report of the reasons for not proposing cash profit distribution, the purpose and use plan of the funds not used for cash profit distribution retained by the company. Independent directors shall express independent opinions on this matter, and the company shall provide an online voting platform to shareholders when convening a shareholders' meeting to review profit distribution proposals.
(7) If there is a need to adjust the profit distribution policy due to significant changes in the external business environment or the company's own operating conditions, the board of directors should take the protection of shareholder rights as the starting point and provide detailed arguments and explanations in the proposal of the shareholders' meeting. Independent directors should express independent opinions on this matter; The adjusted profit distribution policy shall not violate the relevant regulations of the China Securities Regulatory Commission and the stock exchange; The proposal on profit distribution adjustment policy shall be submitted to the shareholders' meeting for review after being reviewed by the board of supervisors and the board of directors, and shall be passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting. To fully consider the opinions of public investors, an online voting platform should be provided to shareholders for this shareholders' meeting.

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