Core Viewpoint - The company establishes a profit distribution management system to ensure a scientific, sustainable, and stable distribution mechanism, enhancing transparency and protecting the rights of minority investors [2][3]. Summary by Sections General Principles - The profit distribution policy, especially regarding cash dividends, must follow the decision-making procedures outlined in the company's articles of association [2]. - The board of directors is responsible for researching and discussing shareholder return matters, formulating a clear shareholder return plan, and explaining the rationale behind it [2][3]. Profit Distribution Order - The company prioritizes investor returns and follows a specific order for distributing after-tax profits, including mandatory allocations to statutory reserves and addressing previous losses before profit distribution [4]. - The remaining after-tax profits are distributed according to the shareholding ratio, unless otherwise specified in the articles of association [4]. Profit Distribution Policy - The company emphasizes reasonable returns to shareholders while considering its operational situation and sustainable development [6]. - Cash dividends are prioritized when conditions are met, with a minimum of 30% of the average distributable profit over the last three years to be distributed in cash [6][7]. - The company may issue stock dividends under favorable operating conditions and when deemed beneficial for all shareholders [6]. Review Procedures and Mechanisms - The board proposes profit distribution plans based on profitability and funding needs, which must be reviewed and approved by the audit committee before being submitted to the shareholders' meeting [9]. - The company must provide multiple channels for communication with shareholders, especially minority shareholders, to gather their opinions and address their concerns [9]. Supervision and Disclosure - The audit committee supervises the board's execution of the profit distribution policy and decision-making processes [10]. - The company must disclose detailed information about its cash dividend policy and execution in its annual report, including reasons for any non-distribution of dividends [16]. Adjustments to Profit Distribution Policy - Any adjustments to the profit distribution policy due to significant changes in the external or internal environment require board approval and must be submitted to the shareholders' meeting for a two-thirds majority vote [10][11]. Additional Provisions - The company reserves the right to withhold dividends from shareholders who have violated company fund usage regulations [18]. - The profit distribution management system becomes effective upon approval by the board of directors [21].
友车科技: 用友汽车信息科技(上海)股份有限公司利润分配管理制度(2025年9月)