Where the profit is distributed to the shareholders by the general meeting or the Board of Directors before making-up for losses and transfer to the statutory common reserve in violation of the above provisions, the profit so illegitimately distributed shall be returned to the Company.
No profit shall be distributed in respect of the shares held by the Company.
Article 265 Capital common reserve fund includes the following:
(1) Premium on shares issued at a premium price;
(2) Any other income designated for the capital common reserve fund by the regulations of the finance regulatory department of the State Council.
Article 266 The common reserve fund of the Company shall be applied to make up losses, expand the Company’s production and operation or increase the Company’s capital. However, capital common reserve fund shall not be used to make up losses.
When the Company converts its common reserve fund into its capital upon a resolution adopted in shareholders’ general meeting, the Company shall either distribute new shares in proportion to the shareholders’ number of shares, or increase the par value of each share, provided, however, that when the statutory common reserve fund is converted to capital, the balance of the statutory common reserve fund may not fall below 25% of the registered capital.
Article 267 Dividends shall be distributed in accordance with the proportion of shares held by shareholders.
Unless otherwise resolved by the shareholders’ general meeting, the Company may, apart from distributing annual dividends, distribute interim dividends by its Board of Directors acting under the power conferred by the shareholders’ general meeting. Unless otherwise stipulated by laws or administrative regulations, the amount of interim dividends distributed shall not exceed 50% of the distributable profits as stated in the interim profits statement of the Company.
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Article 268 The Company may distribute dividends in the following manners: (1) cash; (2)
shares.
Article 269 After the profit distribution plan has been resolved at the shareholders’ general meeting, the Board of Directors shall complete the dividend (or share) distribution within two months after the holding of the general meeting.
Article 270 The Company shall, in accordance with the PRC tax law, withhold and make payments on behalf of shareholders in respect of their tax payable on their dividends income.
Article 271 The Company shall appoint on behalf of the holders of the Overseas Listed Foreign Shares receiving agents to receive on behalf of such shareholders dividends declared and all other monies owing by the Company in respect of their shares. The receiving agents appointed by the Company shall comply with the relevant requirements of the law of the place and relevant regulations of the stock exchange where the Company’s shares are listed. The receiving agents appointed on behalf of holders of Overseas Listed Foreign Shares listed in Hong Kong (H Shares) shall be a company registered as a trust company under the Trustee Ordinance of Hong Kong.
Article 272 Dividends or other payments declared by the Company to be payable to holders of Domestic Shares shall be declared and calculated in RMB, and paid in RMB; and those payable to holders of Overseas Listed Foreign Shares shall be declared and calculated in RMB, and paid in the local currency at the place where such Overseas Listed Foreign Shares are listed (if there is more than one place of listing, then the principal place of listing as determined by the Board of Directors). The conversion formula of foreign currency is as follows:
Conversion price of dividends or other sums to holders
in foreign currency
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