Vanfund Urban Investment&Development Co.Ltd(000638)
Dividend management system
In order to further standardize the company’s dividend behavior, promote the company to establish a scientific, sustainable and stable dividend mechanism, and protect the legitimate rights and interests of small and medium-sized investors, 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 This system is formulated in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the articles of association.
Chapter I dividend policy of the company
Article 1 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amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn.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.
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.
The remaining after tax profits of the company after making up the losses and withdrawing the reserve fund shall be distributed according to the proportion of shares held by shareholders, except those not distributed according to the proportion of shares held by laws and regulations or 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 2 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.
Article 3 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 4 after tax profits of the company shall be distributed in the following order:
1. Make up for the losses of the previous year;
2. Withdraw 10% of the statutory accumulation fund;
3. Withdraw discretionary provident fund;
4. Pay dividends to shareholders;
The company shall pay attention to the investment return of investors, and the profit distribution policy shall maintain continuity and stability. The company’s profit distribution policy is:
1. The company may distribute profits in cash, stock, cash combined with stock or other ways permitted by laws and regulations;
2. The profit distribution of the company shall not exceed the scope of accumulative distributable profits;
3. If the conditions for profit distribution are met, the board of directors of the company can propose interim dividends according to the company’s profit status under the permission of relevant laws and regulations;
4. The profit distribution of the company should pay attention to the reasonable return on investment to investors. When the undistributed profit of the company is positive and the current net profit is positive, the accumulated profit distributed by the company in cash in the last three years shall not be less than 30% of the average annual distributable profit realized in the last three years.
5. If the board of directors of the company has not made a profit distribution plan for cash, it shall disclose the reasons in the periodic report, and the independent directors shall express independent opinions on it;
6. 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.
After the general meeting of shareholders of the company has made a resolution on the profit distribution plan and the plan of converting accumulation fund into share capital, the board of directors of the company shall complete the distribution (or conversion) of dividends (or shares) within two months after the general meeting of shareholders. Article 5 the proportion of dividend distribution and capital increase shall be expressed for every 10 shares, and the capital base shall be subject to the actual capital stock before the implementation of the plan.
Article 6 in case of tax deduction, explain the amount and quantity of actual dividends for every 10 shares after tax deduction.
Chapter II shareholder return planning
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, business development needs and other factors, 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, and maintain the consistency, rationality and stability of cash dividend policy, Ensure the authenticity of cash dividend information disclosure.
Article 8 for the net profit realized by the company in the current year, after fully reserving the statutory reserve fund and surplus reserve fund, the company will actively adopt cash dividends on the premise that the company’s cash flow meets the normal operation and long-term development of the company. The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. The specific dividend proportion of each year shall be formulated by the board of directors of the company in accordance with relevant regulations and the operation of the company in that year, and shall be deliberated and decided by the general meeting of shareholders of the company.
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 put forward differentiated cash dividend policies in accordance with the 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 reach 40% at least;
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 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 11 conditions for profit distribution:
1. Conditions for cash dividends:
(1) Profit in the current year;
(2) The distributable profit of 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;
(3) The audit institution has no reservations about the issuance standard of the company’s annual financial report;
(4) The company has no major foreign investment plan or major cash expenditure in the next 12 months (except for fund-raising projects). Major foreign investment or major cash expenditure refers to the investment plan that the cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 35% of the company’s latest audited net assets, or a single cash expenditure of more than 35 million yuan.
(5) There is no situation that the principal and interest of the bond cannot be paid on time;
(6) If the net cash flow of the company’s operating activities is negative for two consecutive years, no high proportion of cash dividends will be paid. The scope of high proportion mentioned in this article refers to 50% of the accumulated distributable profits;
(7) At the end of the year, the company’s audited asset liability ratio exceeds 65%, and the company may not pay dividends. If the company has a major investment plan or major cash expenditure, it can not carry out cash dividend or the profit distributed in cash is less than 10% of the distributable profit realized in the current year.
2. Conditions for stock dividend distribution:
Under the condition that the company’s operation is good, and the board of Directors believes that the stock price of the company does not match the scale of the company’s share capital, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the stock dividend distribution plan can be put forward on the premise of meeting the above cash dividends according to the cumulative distributable profits, accumulation fund and cash flow.
The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share. Full consideration shall be given to whether the total distributable profits, cash flow, capital stock scale and expansion speed of the company are compatible with the current business scale and profit growth speed of the company, so as to ensure that the distribution scheme is in line with the overall interests of all shareholders.
Article 12 Where the company intends to issue securities, it shall formulate a reasonable plan for the return to shareholders, reasonably balance the use of operating profits for its own development and return to shareholders, and pay attention to improving the level of cash dividends and improving the return to shareholders.
The company shall increase the disclosure of profit distribution policies, especially the formulation and implementation of cash dividend policies, the amount and proportion of cash dividends in the last three years, and the use arrangement of undistributed profits in the prospectus or issuance plan, and make “tips on major matters” to remind investors to pay attention to the above situation.
Article 13 Where the company’s control is changed due to the issuance of securities, reorganization and listing, major asset reorganization, merger and division or acquisition, the company’s cash dividend policy and corresponding arrangements shall be disclosed in detail in the prospectus or issuance plan, major asset reorganization report, equity change report or acquisition report The explanation of the board of directors on the above situation and other information.
Article 14 If the amount of cash dividend in the company’s profit distribution plan reaches or exceeds 100% of the net profit attributable to the company’s shareholders in the current period and reaches or exceeds 50% of the profits available for distribution at the end of the current period, the company shall also disclose the proposer of the cash dividend plan, the reasons for the company to determine the cash dividend plan, and whether the plan will cause the shortage of working capital of the company Whether the company has used the raised funds to supplement the working capital in the past 12 months and whether it plans to use the raised funds to supplement the working capital in the next 12 months.
Chapter III dividend decision-making mechanism
Article 15 at the end of each accounting half year or year, the board of directors shall propose a dividend proposal, the independent directors shall express their opinions, and submit it to the general meeting of shareholders for voting, which shall be passed 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.
Article 16 Where a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
Article 17 the company’s profit distribution method is mainly cash dividend. According to the actual situation of the company’s long-term and sustainable development, when the company has the ability to expand its share capital or has a new investment project, in order to meet the requirements of long-term development and enhance the follow-up development and profitability, stock dividend can be used when the demand for project investment funds is large. Article 18 the company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
(I) whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
(II) whether the dividend standard and proportion are clear and clear;
(III) whether the relevant decision-making procedures and mechanisms are complete;
(IV) whether the independent directors have performed their duties and played their due role;
(V) 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 is adjusted or changed, it shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent.
Chapter IV dividend supervision and restraint mechanism
Article 19 independent directors shall express independent opinions on the dividend plan.
Article 20 the board of supervisors shall supervise the implementation of the company’s dividend policy and shareholder return plan and decision-making procedures by the board of directors and management.
Article 21 the profit distribution policy of the company is an important decision-making matter of the board of directors and the general meeting of shareholders. The company’s profit distribution policy shall not be adjusted at will to reduce the level of return to shareholders. If it is necessary to adjust the dividend policy due to the promulgation of new regulations on the company’s profit distribution policy by national laws and regulations and securities regulatory authorities, or major changes in the company’s external business environment and its own business conditions, it shall take the protection of shareholders’ rights and interests as the starting point, demonstrate and explain the reasons in detail, and strictly implement the decision-making procedures. If it is really necessary to adjust or change the cash dividend policy specified in the articles of association, it shall meet the conditions specified in the articles of association. After detailed demonstration, the board of directors shall formulate the change plan, and the independent directors shall express their independent opinions on it, submit it to the general meeting of shareholders for deliberation and approval, and it shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
Article 22 when making decisions and forming dividend plans, the board of directors 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 written records to be properly kept as the company’s Archives.
Article 23 the company shall disclose the implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report. In case of annual profit but no cash profit distribution plan is put forward, or the profit distributed in cash is less than 10% of the distributable profit realized in the current year, the company shall explain in detail in the annual report the reasons for not putting forward cash dividends, the purpose and use plan of the funds not used for cash dividends retained in the company. Independent directors shall express independent opinions on this. When the company holds the general meeting of shareholders, in addition to the on-site meeting, it shall provide shareholders with a voting platform in the form of network.
Article 24 the undistributed profits at the end of the year in the consolidated balance sheet of the company and the balance sheet of the parent company are positive, and the company does not carry out cash
