Jiangsu Bide Science And Technology Co.Ltd(605298)
Profit distribution management system
Chapter I General Provisions
Article 1 in order to regulate the profit distribution of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as the “company”), establish a scientific, sustainable and stable distribution mechanism, enhance the transparency of profit distribution and effectively 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, the securities law of the people’s Republic of China and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) This system is formulated in accordance with the accounting standards for Business Enterprises No. 36 – disclosure of related parties and other relevant laws and regulations, normative documents and the relevant provisions of Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”). Article 2 when formulating profit distribution policies, especially cash dividend policies, the company shall perform necessary decision-making procedures. The board of directors shall conduct special research and demonstration on the return of shareholders, and explain in detail the reasons for the planning and arrangement. The company shall fully listen to the opinions of minority shareholders through various channels (including but not limited to telephone, fax, email, interactive platform, etc.) and do a good job in the information disclosure of profit distribution.
Chapter II order of profit distribution
Article 3 the company shall pay attention to the reasonable investment return of investors, especially small and medium-sized investors, and formulate a sustained and stable profit distribution policy.
According to relevant laws and regulations and the articles of association, the company’s after tax profits are distributed in the following order:
(I) when the company distributes the after tax profits of the current year, 10% of the profits shall be withdrawn and included in the company’s legal accumulation fund.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amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn.
(II) if the company’s statutory reserve fund is insufficient to cover the losses of previous years, the profits of the current year shall be used to cover the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
(III) 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 upon the resolution of the general meeting of shareholders.
(IV) the remaining after tax profits after the company makes up the losses and withdraws the reserve fund shall be distributed according to the proportion of shares held by shareholders, except for those not distributed according to the proportion of shares held in accordance with the provisions of the articles of association.
(V) 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 the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
(VI) the shares of the company held by the company shall not participate in the distribution of profits.
Article 4 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 5 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.
Chapter III profit distribution policy
Article 6 profit distribution principle
1. The company attaches importance to the reasonable return on investment to investors, maintains the continuity and stability of profit distribution policy, and takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company.
2. Profit distribution shall adhere to the principle of distribution in legal order and shall not exceed the scope of accumulated distributable profits. The company shall fully consider the opinions of independent directors and minority shareholders in the decision-making and demonstration process of profit distribution policy.
Article 7 specific contents and conditions of profit distribution
1. Form of profit distribution. The company distributes profits in cash, stock or a combination of cash and stock, or other ways permitted by laws and regulations. The company actively promotes the distribution of dividends in cash. If the conditions for cash dividends are met, the company shall give priority to cash dividends for profit distribution.
2. Conditions to be met for implementing cash dividends
(1) The company makes profits in this year or half a year and the accumulated distributable profits (i.e. the remaining after tax profits after the company makes up for losses and withdraws provident fund and risk reserve) are positive;
(2) The audit institution shall issue a standard unqualified audit report on the annual financial report of the company; (3) The company has no major cash expenditure and other events (except for the projects raised funds).
It refers to the situation that the company’s total investment in equipment in the latest 12 months or the company’s total audited net assets exceeds RMB 50 million or more than 300000% in the latest one month.
(4) Cash dividends do not affect the capital needs of the company’s normal operation.
(5) The company does not meet the capital supervision requirements.
3. Specific methods and proportion of cash dividends
On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in principle, the company will pay cash dividends once a year after the annual general meeting of shareholders. The board of directors of the company can propose the company to pay cash dividends in the medium term according to the company’s profitability and capital demand.
When the company meets the cash dividend conditions, the accumulated profits distributed in cash in each year shall not be less than 15% of the distributable profits realized in that year.
4. Requirements for formulating cash dividend scheme
(1) The board of directors 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%;
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. (2) When the company formulates the specific cash dividend plan, the board of directors shall 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. (3) Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, 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 timely respond to the concerns of minority shareholders.
5. Conditions of stock dividend distribution
When the company is in good operating condition, the board of directors may propose a stock dividend distribution plan according to the accumulated distributable profits, accumulation fund and other conditions, and on the premise of ensuring the reasonable scale of the company’s share capital and ownership structure.
Article 8 profit distribution decision-making procedure
1. The board of directors shall formulate annual profit distribution plan and medium-term profit distribution plan. When considering the profit distribution plan, the board of directors shall obtain the consent of more than half of all directors;
2. Independent directors shall review the profit distribution plan and give independent review opinions. The profit distribution plan shall be approved by more than half of the independent directors; The board of supervisors shall review the profit distribution plan and put forward review opinions. The profit distribution plan shall be approved by more than half of all supervisors of the board of supervisors;
3. After the board of directors deliberates and approves the profit distribution plan, it shall be submitted to the general meeting of shareholders for deliberation and approval. When announcing the resolution of the board of directors, the audit opinions of independent directors and the board of supervisors shall be disclosed at the same time;
4. When the general meeting of shareholders deliberates the profit distribution plan, it shall fully consider the opinions of minority shareholders, and provide online voting and other means to facilitate shareholders to participate in the voting of the general meeting of shareholders; When the general meeting of shareholders deliberates the profit distribution plan, it must be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
5. After the general meeting of shareholders approves the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within two months after the conclusion of the general meeting of shareholders. If a shareholder occupies the company’s funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
Article 9 adjustment principles, decision-making procedures and mechanisms of profit distribution policies
1. If the company needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, the board of directors of the company shall put forward the profit distribution policy adjustment proposal according to the actual situation after full research and demonstration, and the independent directors shall issue independent opinions on the adjustment of the profit distribution plan. The adjustment of 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 and the board of supervisors. Among them, if it is necessary to adjust or change the cash dividend policy determined in the articles of association, it shall meet the conditions specified in the articles of association, perform the corresponding decision-making procedures after detailed demonstration, and be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
2. The adjusted profit distribution policy shall take the protection of shareholders’ rights and interests as the starting point, and shall not violate the relevant provisions of the China Securities Regulatory Commission and the stock exchange, and the independent directors shall give audit opinions before submitting to the general meeting of shareholders for deliberation.
Chapter IV Supervision and restraint mechanism of profit distribution
Article 10 the implementation of the company’s profit distribution policies and decision-making procedures by the board of directors and management shall be subject to the supervision of the board of supervisors.
Article 11 when making decisions and forming profit distribution 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.
Chapter V Implementation of profit distribution and information disclosure
Article 12 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 13 the company shall strictly implement the cash dividend policy determined in the articles of association and the specific cash dividend plan reviewed and approved by the general meeting of shareholders. If it is really necessary to adjust or change the profit distribution policy stipulated in the articles of association, it shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors.
Article 14 the company shall, in strict accordance with the relevant provisions, disclose in detail the implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report, explain whether it complies with the provisions of the articles of association or the requirements of the resolution of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, and whether the relevant decision-making procedures and mechanisms are complete. If the cash dividend policy is adjusted or changed, it is necessary to specify whether the conditions and procedures for adjustment or change are compliant and transparent.
Article 15 if the board of directors of the company fails to make a profit distribution plan, it shall disclose the reasons in the periodic report and explain the purpose and use plan of the funds not used for dividend retention in the company.
Article 16 Where a shareholder illegally occupies the company’s funds, the company has the right to deduct the cash dividend distributed by the shareholder to repay the funds occupied.
Chapter VI supplementary provisions
Article 17 matters not covered in this system shall be implemented in accordance with national laws, regulations, normative documents and the relevant provisions of the articles of association.
Article 18 If the system is inconsistent with the relevant provisions of laws, regulations, other normative documents and the articles of association, the provisions of relevant laws, regulations, other normative documents and the articles of association shall prevail.
Article 19 the system is 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. Article 20 the board of directors shall be responsible for the interpretation of this system.
