In distributing the profits of the Bank, importance shall be attached to a reasonable return on the investment made by investors. Continuity and stability shall be maintained with the profit distribution policy. At the same time, the long term benefit of the Bank and overall interests of all the shareholders as well as sustainable development of the Bank shall be considered.
According to our Articles of Association, the after-tax profit of the Bank for the year shall be distributed in the following order:
(1) to make up for the losses of previous years;
(2) to allocate 10% as statutory reserve fund;
(3) to allocate for general reserve fund;
(4) to pay dividends of preference shares; and
(5) to allocate for discretionary reserve fund; and
(6) to pay dividends of ordinary shares.
Where the cumulative amount of the statutory reserve funds of the Bank amounts to not less than 50% of the registered capital of the Bank, allocation becomes not strictly necessary. After allocation to the statutory reserve fund, general reserve fund and payment of dividends of preference shares, whether allocation shall be made to the discretionary reserve fund shall be determined by the shareholders’ meeting.
Except in extraordinary circumstance, the Bank shall make its profit distribution by way of cash dividend if the Bank makes profits in the current year and its accumulated undistributed profit is a positive figure. The profit distributed to ordinary shareholders by way of cash dividend every year shall not be less than 10% of the net profit for the Group attributable to ordinary shareholders of the Bank in the relevant financial year. In case of force majeure such as war and natural disaster, or external changes in the operation circumstances having material effects to the Bank’s operation, or material internal changes in the Bank’s operation, the Bank may modify its profit distribution policy. When modifying the profit distribution policy, the Board of Directors shall provide specific explanations to the reasons thereof, and such modification shall be submitted to the shareholders’ meeting for approval after being considered by the independent directors. When reviewing the modification matters of the profit distribution policy, the Bank shall fully take into account the views of the independent directors and minority shareholders.
“Extraordinary circumstance” shall mean any circumstance in which profit distribution is 68 forbidden by the state laws, administrative regulations and departmental rules, including but not limited to the situation that the general reserves or capital adequacy ratio fails to reach the regulator’s requirements.
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