Inner Mongolia Dazhong Mining Co.Ltd(001203) profit distribution management system
Inner Mongolia Dazhong Mining Co.Ltd(001203)
Profit distribution management system
Chapter I General Provisions
Article 1 in order to regulate the profit distribution of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as “the company”), establish a scientific, sustainable and stable profit distribution mechanism, enhance the transparency of profit distribution, maintain the long-term sustainable development of the company, and protect the legitimate rights and interests of small and medium-sized investors, in accordance with the company law of the people’s Republic of China and other relevant laws and regulations as well as the relevant provisions of the articles of association, This system is formulated in combination with the actual situation of the company.
Article 2 the profit distribution of the company shall pay attention to the reasonable return to investors, take into account the long-term sustainable development of the company, and maintain the continuity and stability of the profit distribution policy.
Chapter II profit distribution policy
Article 3 when distributing the after tax profits of the current year, the company shall withdraw 10% of the profits into the company’s legal accumulation fund. If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn. If the company’s statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
Article 4 after the company withdraws the statutory reserve fund from the after tax profits, it can also withdraw the discretionary reserve fund from the after tax profits upon the resolution of the general meeting of shareholders.
Article 5 the remaining after tax profits of the company after making up the losses and drawing the reserve fund shall be distributed according to the proportion of shares held by the shareholders, except that they are not distributed according to the proportion of shares held according to the provisions of the articles of association. If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws legal reserve, shareholders must return the profits distributed in violation of the provisions to the company. The shares of the company held by the company shall not participate in the distribution of profits.
Article 6 the company’s reserve fund is used to make up for the company’s losses, expand the company’s production and operation or increase the company’s capital. However, the capital reserve will not be used to make up for the company’s losses.
Article 7 when the statutory accumulation fund is converted into capital, the remaining accumulation fund will not be less than 25% of the company’s registered capital before the conversion.
Article 8 after the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the conclusion of the general meeting of shareholders.
Inner Mongolia Dazhong Mining Co.Ltd(001203) profit distribution management system
Article 9 Where a shareholder illegally occupies the company’s funds when the company distributes dividends in the form of cash or shares, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.
Article 10 the company distributes dividends in the form of cash, stock or a combination of cash and stock, and may make interim dividends according to the actual profitability and capital demand of the company.
Article 11 on the premise that the company is profitable and the cash flow meets the requirements of continuous operation and long-term development, the accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the three years. The company can carry out stock dividends according to the annual profit and cash flow and on the premise of ensuring the reasonable size of the company’s share capital and ownership structure.
Article 12 when the company plans to implement cash dividends, it shall meet the following conditions at the same time:
(1) The distributable profit realized by the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report;
(3) There are no major events such as cash raising or planned investment of the company. Major investment plan or major cash expenditure refers to: the company plans to repay the principal and interest of bank loans, foreign investment, acquisition of assets, mine construction or purchase of equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 50% of the company’s latest audited net assets;
(4) On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, when the conditions of cash dividend are met, the company shall pay cash dividend once a year in principle, and the profit distributed in cash every year shall not be less than 20% (including 20%) of the distributable profit realized in that year.
Article 13 the profit distribution shall be expressed in the proportion of dividend distribution and capital increase for every 10 shares, and the capital base shall be subject to the actual capital stock of the company before the implementation of the plan.
Article 14 if tax deduction is involved in profit distribution, it shall indicate whether tax is included after the amount and quantity actually distributed for every 10 shares.
Article 15 adjustment of profit distribution policy when the company needs to adjust the profit distribution policy according to the industrial regulatory policy, its own business situation, investment planning and long-term development, or when the external business environment changes significantly, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
Article 16 the proposal on the adjustment of profit distribution policy shall be formulated, deliberated and approved by the board of directors and submitted to the general meeting of shareholders for approval.
Inner Mongolia Dazhong Mining Co.Ltd(001203) profit distribution management system
Chapter III deliberation procedures of profit distribution plan
Article 17 when the company makes profit distribution, the board of directors shall first propose and formulate a profit distribution plan according to the profit situation, capital supply and demand, and fully discuss its rationality; Carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions.
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
Article 18 the profit distribution plan shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors; When the general meeting of shareholders deliberates the profit distribution plan, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in a timely manner. The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors according to law.
Chapter IV Supervision and restraint mechanism of profit distribution
Article 19 the board of supervisors shall effectively supervise the decision-making procedures and implementation of profit distribution by the board of directors and management.
The board of supervisors shall supervise the implementation of the cash dividend policy and shareholder return plan by the board of directors, as well as the implementation of corresponding decision-making procedures and information disclosure. If the board of supervisors finds that the board of directors fails to strictly implement the cash dividend policy and shareholder return plan, fails to strictly implement the corresponding decision-making procedures, or fails to disclose the corresponding information truthfully, accurately and completely, it shall express clear opinions and urge it to correct in time. Article 20 the company shall disclose the implementation of profit distribution in its annual report.
Article 21 the undistributed profits of the company are mainly used for making up losses in subsequent years, followed by cash dividends in subsequent years.
Chapter V supplementary provisions
Article 22 the board of directors of the company is responsible for the interpretation of this system.
Article 23 matters not covered in this system shall be implemented in accordance with the current relevant national laws, regulations, normative documents, articles of association and other relevant provisions; In case of any conflict between this system and the current national laws, regulations, normative documents or the revised articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 24 this system shall come into force and come into force as of the date of deliberation and approval by the general meeting of shareholders, and shall also be amended
Inner Mongolia Dazhong Mining Co.Ltd(001203) profit distribution management system
Same.
Inner Mongolia Dazhong Mining Co.Ltd(001203) March 3, 2022
