Listed companies should firmly establish the consciousness of repaying shareholders, improve the cash dividend system in strict accordance with the Company Law, the Securities Law and the Articles of Association, maintain the consistency, rationality and stability of the cash dividend policy, and ensure the authenticity of the cash dividend information disclosure.
1. What should a listed company stipulate in its articles of association?
When a listed company formulates a profit distribution policy, it shall perform the decision-making procedures stipulated in its articles of association. The board of directors shall conduct special research and demonstration on shareholder return, formulate a clear and definite shareholder return plan, and explain the reasons for the planning arrangement in detail. A listed company shall specify the following contents in its articles of association:
(1) The decision-making procedures and mechanisms of the board of directors and shareholders' general meeting on profit distribution, especially cash dividends, the specific conditions, decision-making procedures and mechanisms for adjusting the established profit distribution policies, especially cash dividends, and measures for fully listening to the opinions of independent directors and minority shareholders.
(2) The specific content of the company's profit distribution policy, especially the cash dividend policy, the form of profit distribution, the interval of profit distribution, especially the specific conditions of cash dividend, the conditions for issuing stock dividend, and the minimum amount or proportion of cash dividend in each period (if any).
(3) A listed company shall stipulate in its articles of association the priority order of cash dividends relative to stock dividends in the way of profit distribution. Cash dividends, if any, shall be used for profit distribution. The use of stock dividends for profit distribution should have real and reasonable factors such as company growth and dilution of net assets per share.
2. How do listed companies propose differentiated cash dividend policies?
The board of directors of a listed company shall comprehensively consider the characteristics of its industry, development stage, its own business model, profit level and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies according to the procedures stipulated in the company's articles of association:
(1) If the development stage of the company is mature and there are no major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach at least 80%;
(2) If the company has a mature development stage and has major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach at least 40%;
(3) If the company is in the growth period and has major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach at least 20%;
If it is difficult to distinguish the development stages of the company, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
3. What problems should listed companies pay attention to when making cash dividend plans?
When a listed company formulates a specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion, adjustment conditions and decision-making procedures of the company's cash dividend, and independent directors shall express clear opinions.
Independent directors may solicit the opinions of minority shareholders, put forward a dividend proposal and submit it directly to the board of directors for deliberation.
Before the shareholders' meeting considers the specific plan of cash dividend, listed companies should actively communicate with shareholders, especially small and medium shareholders, through various channels, fully listen to their opinions and demands, and answer their concerns in time.
Article 7 A listed 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 shareholders' meeting. If it is really necessary to adjust or change the cash dividend policy determined in the Articles of Association, it shall meet the conditions stipulated in the Articles of Association, and after detailed argumentation, it shall go through the corresponding decision-making procedures and be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.
4. Should the listed company disclose the cash dividend policy?
A listed company shall disclose in detail the formulation and implementation of the cash dividend policy in its annual report, and make special explanations on the following matters:
(1) Whether it meets the provisions of the Articles of Association or the requirements of the resolutions of the shareholders' meeting;
(2) Whether the dividend standard and proportion are clear;
(3) Whether the relevant decision-making procedures and mechanisms are complete;
(4) Whether the independent directors have performed their duties and played their due roles;
(5) Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders are fully protected.
If the cash dividend policy is adjusted or changed, it shall also explain in detail whether the conditions and procedures for adjustment or change are compliant and transparent.
Note: In case of securities issuance, backdoor listing, major asset reorganization, merger or division, or changes in the control rights of listed companies due to acquisition, information such as cash dividend policy and corresponding arrangements of listed companies after issuance or issuance, reorganization or changes in control rights shall be disclosed in detail, as well as the explanation of the board of directors on the above situation.
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