Changchun Engley Automobile Industry Co.Ltd(601279)
Dividend management system
Section I General Provisions
Article 1 in order to further regulate the dividend behavior of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”), establish a scientific, sustainable and stable dividend mechanism and fully protect the legitimate rights and interests of small and medium-sized investors, The company formulates this system in accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the Changchun Engley Automobile Industry Co.Ltd(601279) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission and in combination with the actual situation of the company. Section II profit distribution and cash dividend policy
Article 2 the company shall ensure the continuity and stability of the profit distribution policy and strive to implement a positive profit distribution policy, especially the cash dividend policy. Profit distribution principles mainly include:
(1) Distribute according to the legal order, and share the same rights and interests with the same shares;
(2) The company may distribute profits in cash, stocks, a combination of cash and stocks, or other ways permitted by laws and regulations;
(3) Under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or major cash expenditure, the company shall actively distribute profits in cash;
(4) The company’s profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company’s sustainable operation ability;
(5) If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied;
(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. When the statutory reserve fund is converted into capital, the reserved reserve fund will not be less than 25% of the company’s registered capital before the conversion.
(7) When determining the profit available for distribution, the company shall calculate the dividend on the basis of the statement caliber of the parent company
Article 3 the company’s annual after tax profits shall be distributed in the following order and proportion:
(1) Make up the losses of previous years;
(2) Withdraw legal accumulation fund. The statutory reserve fund shall be withdrawn at 10% of the after tax profit. When the cumulative amount of the statutory reserve fund has reached more than 50% of the company’s registered capital, it may not be withdrawn;
(3) Withdraw discretionary provident fund. After the company withdraws the statutory reserve fund from the after tax profit, it can also withdraw the discretionary reserve fund from the after tax profit after the resolution of the general meeting of shareholders, and the specific proportion shall be determined by the general meeting of shareholders;
(4) Pay common stock dividends. After the company makes up the losses and withdraws the reserve fund, the remaining after tax profits, common stock dividends are distributed according to the proportion of shares held by shareholders, and the undistributed profits of the enterprise in previous years can be incorporated into the current year and distributed to shareholders. However, unless the articles of association stipulates that it is not distributed according to the shareholding ratio. The shares of the company held by the company shall not participate in the distribution of profits.
Article 4 if the shareholders’ meeting, in violation of the provisions of the preceding paragraph, distributes profits to shareholders before the company makes up for losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
Article 5 under the condition of meeting the conditions of cash dividend, the company will pay cash dividend once after the annual general meeting of shareholders in principle. The board of directors of the company can propose the company to make interim cash distribution according to the company’s profit status and capital status.
The profit distribution plan of the company shall be based on the profits available for distribution in the statements of the parent company, and the dividend management of subsidiaries shall be strengthened to improve the cash dividend ability of the parent company.
Article 6 cash dividends distributed by the company shall be denominated in RMB. The proportion of dividend distribution and conversion to capital stock shall be expressed in every 10 shares, and the capital stock base shall be subject to the actual capital stock before the implementation of the scheme. When the company distributes dividends, it shall withhold and pay the tax payable of shareholders’ dividend income in accordance with relevant laws and administrative regulations.
Article 7 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 general meeting of shareholders is held.
Article 8 when the company is operating well, and the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward a stock dividend distribution plan while paying cash dividends.
Section II shareholder return planning
Article 9 the board of directors of the company shall focus on the long-term and sustainable development of the company, pay attention to the reasonable investment return to investors, firmly establish the awareness of returning shareholders, and the profit distribution policy shall maintain continuity and stability. Based on the comprehensive analysis of the industry situation, profitability, sustainable development ability, shareholder return, external financing environment, financing cost and other factors, formulate the dividend plan for the next three years to clarify the specific arrangement and form of three-year dividend, cash dividend plan and interval, etc.
Article 10 the board of directors of the company shall evaluate the last dividend plan for the next three years and its implementation every three years, formulate a new dividend plan for the next three years and submit it to the general meeting of shareholders for deliberation.
Article 11 the company shall widely listen to the opinions and suggestions of shareholders on the company’s dividend, timely respond to the concerns of minority shareholders, and accept the supervision of shareholders.
Section III dividend decision-making mechanism
Article 12 when formulating profit distribution plans and policies, the company shall perform the following decision-making procedures: (1) after the end of each fiscal year, the board of directors shall put forward a dividend proposal, the independent directors shall express their independent opinions, disclose them in time, and submit them to the general meeting of shareholders for voting. When drawing up the dividend proposal, the board of directors shall conduct special research and demonstration to specify the timing, conditions, minimum proportion and reasons of the company’s profit distribution, fully discuss with independent directors and supervisors, and fully listen to the opinions of minority shareholders through various channels. When the board of directors makes a decision to form a dividend plan, it shall record in detail the suggestions of the management, the key points of the directors attending the meeting, the opinions of independent directors, the voting of the board of directors and other contents, and form a written record to be properly kept as the company’s archives.
(2) The company formulates the profit distribution policy, the board of directors formulates the proposal of profit distribution policy, the independent directors express independent opinions, disclose them in time, and submit them to the general meeting of shareholders for voting.
When formulating the proposal of profit distribution policy, the board of directors shall conduct special research and demonstration on the return of shareholders, and explain in detail the reasons for planning and arrangement. In the process of formulating profit distribution policies, the company shall fully listen to the opinions of independent directors and minority shareholders through various channels.
(3) If the company is profitable in the current year and the board of directors has not made a profit distribution plan, it shall explain the reasons for the non dividend and the purpose and use plan of the retained funds, and the independent directors shall express independent opinions on this.
Article 13 the general meeting of shareholders of the company shall vote on the profit distribution plan proposed by the board of directors in accordance with the provisions of relevant laws and regulations. The company shall effectively protect the rights of shareholders of social public shares to participate in the general meeting of shareholders. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority under the State Council may solicit their voting rights at the general meeting of shareholders from the shareholders of the company.
For the company’s annual profit and undistributed profit is positive, but no cash dividend plan is put forward, or the company needs to adjust or change the company’s dividend policy and shareholder return plan due to significant changes in the external business environment or its own business conditions, in addition to the on-site meeting, the company shall also provide shareholders with a voting platform in the form of network.
Section IV dividend supervision and restraint mechanism
Article 14 independent directors shall express independent opinions on the dividend plan, adjustment or change of cash dividend policy and the company’s annual profit but no cash dividend plan is put forward.
Article 15 the board of supervisors shall supervise the implementation of the company’s profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special statements and opinions on the situation of making profits but not putting forward the profit distribution plan within the year and the implementation of relevant policies and plans.
Article 16 the company shall disclose in detail the formulation and implementation of the cash dividend policy and the shareholder return plan in the periodic report, indicating whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors have fulfilled their responsibilities and played their due role, Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected. If the cash dividend policy or shareholder return plan is adjusted or changed, it is also necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent.
Section V supplementary provisions
Article 17 The term “above” in these rules includes this number; “Guo” does not include this number.
Article 18 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. If the provisions of these rules are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and these Rules shall be revised in time.
Article 19 These Rules shall be formulated by the board of directors and shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company. The amendment of these Rules shall also be formulated by the board of directors and approved by the general meeting of shareholders.
Article 20 these Rules shall be interpreted by the board of directors.
Changchun Engley Automobile Industry Co.Ltd(601279) March 28, 2022
