|
Document No. 10 of the 2013 Annual General Meeting
Report on Amendments to the Company Charter
Dear Shareholders:
In accordance with the China Securities Regulatory Commission’s “Regulatory Guidance No. 3 for Listed Companies—Cash Dividends of Listed Companies,” and in order to further standardize the Company’s cash dividend practices and enhance the transparency of such dividends, the following amendments are hereby made to Chapter XI, “Profit Distribution,” of the Company’s Articles of Association:
1. Add the following provision to Article 11.2, “Distribution of After-Tax Profits,” of the Company Charter:
(1) Company Shareholder Return Plan:
The company places great emphasis on delivering reasonable returns to shareholders while also safeguarding its future sustainable development.
The company adopts a proactive profit distribution policy and ensures its consistency and stability.
In principle, the company distributes dividends once a year, with cash dividends given priority.
The company will distribute cash dividends, striving to exceed the minimum ratio stipulated in its articles of association.
(2) Decision-making procedures and mechanisms for the company’s profit distribution:
When formulating the annual profit distribution plan, the Company shall comprehensively consider such factors as the characteristics of its industry, its stage of development, its business model, its profitability, its cash flow position, and whether there are any significant capital expenditure commitments. The aforementioned profit distribution plan may be submitted to the Shareholders’ Meeting for deliberation only after it has been approved by a majority of all directors and after the independent directors have expressed their clear opinions thereon.
When reviewing the aforementioned profit distribution proposal, the company’s board of directors shall conduct thorough research and deliberation on matters such as the timing, conditions, and minimum ratio for cash dividends.
When the Company convenes a shareholders’ meeting to deliberate the aforementioned profit distribution proposal, it shall proactively engage in communication and dialogue with shareholders, particularly small and medium-sized shareholders, through multiple channels, fully solicit their views and concerns, and promptly respond to the issues of concern to these shareholders.
(3) Conditions, decision-making procedures, and mechanisms for the Company’s adjustment of its profit distribution policy:
In the event of force majeure, or in the case of significant changes in the company’s external operating environment or its own operating conditions, the company may adjust its profit distribution policy.
In the course of reviewing and deliberating on adjustments to the profit distribution policy, the company’s board of directors shall give full consideration to the views of independent directors and minority shareholders; moreover, the adjusted profit distribution policy must not violate the relevant regulations of the China Securities Regulatory Commission and the stock exchanges.
The revised profit distribution policy may be submitted to the shareholders’ meeting for deliberation only after it has been approved by a majority of all directors and accompanied by clear opinions from the independent directors. When the shareholders’ meeting deliberates the revised profit distribution policy, the voting procedures shall comply with the relevant regulations of the China Securities Regulatory Commission and the stock exchanges, and the proposal must be adopted by more than two-thirds of the voting rights held by the shareholders present (including shareholder proxies).
2. Add the following provision to Article 11.3 “Dividends” of the Company Charter:
(1) When distributing dividends, the Company shall give priority to cash dividends. Subject to compliance with the required cash dividend ratio, the Company may also distribute profits in the form of stock dividends. Any distribution of profits in the form of stock dividends shall be based on genuine and reasonable factors, such as the Company’s growth prospects and the potential dilution of net assets per share.
(2) When the Company distributes profits, the cash dividend shall account for at least 20% of the total profit distributed in that year.
Please review the above report.
May 20, 2014
|
