Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table for revision of dividend management system
In order to further improve the level of corporate governance, According to the notice on further implementing matters related to cash dividends of listed companies (Zheng Jian [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) (Zheng Jian [2022] No. 3) and the guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by the China Securities Regulatory Commission According to the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the company plans to amend some provisions of the dividend management system. See the table below for details.
Before and after revision
In order to further standardize the company’s dividend behavior, promote the company to establish a scientific and sustainable dividend behavior, further standardize the company’s dividend behavior, promote the company to establish a scientific, sustainable and stable dividend mechanism, protect the legitimate rights and interests of small and medium-sized investors, and protect the legitimate rights and interests of small and medium-sized investors based on a sustained and stable dividend mechanism, According to the notice on further implementing the cash dividends of listed companies (Zheng Jian [2012] No. 37) and the notice on relevant matters concerning the supervision of listed companies (Zheng Jian [2012] No. 37) issued by the CSRC Liaoning regulatory guidelines No. 3 – cash dividends of listed companies (revised in 2022), the notice on Forwarding and further implementing the cash dividends of listed companies (Zheng Jian Shi Chang Zi [2012] No. 21) of Shenzhen Stock Exchange (Zheng Jian Shi Chang Zi [2022] No. 3), and the relevant provisions of the articles of association of Shenzhen Stock Exchange (No. 1 – standardized operation of listed companies on the main board) issued by the CSRC, Formulate this system. This system is formulated in accordance with the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 9 – share repurchase and the articles of association.
Article 7 the profit distribution of the company shall pay attention to the reasonable return on investment to investors, firmly establish the awareness of returning shareholders, and the profit distribution policy shall maintain continuity and stability.
Article 7 profit distribution principle:
The company shall pay attention to the return on investment of investors, take sustainable development and safeguarding shareholders’ rights and interests as the purpose, comprehensively consider the company’s profitability, the needs of new business development and other factors, and formulate the profit distribution plan of the current year within the scope of accumulated distributable profits, Maintain the continuity and stability of profit distribution policy, implement active profit distribution policy, especially cash dividend policy, maintain the consistency, rationality and stability of cash dividend policy, and ensure the authenticity of cash dividend information disclosure.
Before and after revision
Article 9 profit distribution methods:
The company may distribute dividends in cash, stock or a combination of cash and stock, and give priority to the profit distribution method of cash dividend; If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution. On the premise of ensuring the reasonable size of the company’s share capital and ownership structure, the company can issue stock dividends based on the consideration of returning investors and sharing enterprise value. Where a company issues stock dividends for profit distribution, it shall also have true and reasonable factors such as the growth of the company and the dilution of net assets per share.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the new procedures specified in the articles of association:
1. If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
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 at least reach 40%;
3. If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%;
The stage at which the company actually pays dividends shall be determined by the board of directors of the company according to the specific circumstances.
The proportion of cash dividends in this profit distribution is the sum of cash dividends divided by cash dividends and stock dividends.
Article 10 if the company repurchases its shares in the form of offer and centralized bidding for new price increase with cash as consideration, the amount of repurchased shares implemented in the current year shall be regarded as the amount of cash dividend, which shall be included in the relevant proportion of cash dividend in the current year.
Article 9 after the end of each fiscal year of the company, the board of directors shall put forward a dividend proposal, the independent directors shall express their opinions, and submit it to the general meeting of shareholders for voting, which shall be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. The company shall widely listen to the opinions and suggestions of shareholders on the company’s dividend, and accept the supervision of shareholders.
Before and after revision
Article 9 profit distribution methods:
The company may distribute dividends in cash, stock or a combination of cash and stock, and give priority to the profit distribution method of cash dividend; If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution. On the premise of ensuring the reasonable size of the company’s share capital and ownership structure, the company can issue stock dividends based on the consideration of returning investors and sharing enterprise value. Where a company issues stock dividends for profit distribution, it shall also have true and reasonable factors such as the growth of the company and the dilution of net assets per share.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the new procedures specified in the articles of association:
1. If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
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 at least reach 40%;
3. If the development stage of the company is in the growth period and there are major capital expenditure arrangements, the cash dividend shall be included in this profit distribution when making profit distribution
