Profits Distribution Clause Samples

Profits Distribution. 12.1 Save as otherwise agreed by all Shareholders and subject to clauses 3.5 and 10.7, the profits of the Company and each of the Group Companies in each of their respective financial years, after tax or provision therefore and after the making of such provision as may be requisite to meet working capital requirements and outstanding loan obligations and after such transfers to reserve and provisions as ought reasonably in the reasonable opinion of the Shareholders and the Board to be made for contingent future liabilities, shall (to the extent allowed by applicable law) be distributed in full by way of dividends.

Profits Distribution. For the avoidance of doubt, any and all Profits shall be divisible between the Parties in accordance with the shareholding. . However, the actual distribution of profits shall be subject to the approval of the Board.

Profits Distribution. Profits shall be distributed to the Parties according to the following principle: (1) the Board of Directors shall, within four months of the end of a financial year, and after deductions are made for common reserve, worker's compensation and pension, decide on the amount of retained earnings and the pro- rata distribution of dividend. The dividend to be distributed to the Parties shall not exceed 75% of the profit. (2) any gross profit generated annually in any of the Operating Areas shall first be used for payment of taxes, fees and charges in accordance with the provisions of applicable tax laws and regulations of PRC, and the remainder shall be the profit to be allocated between Party A and Party B in accordance with their Share Interest. (3) Party B shall enjoy priority in receiving foreign exchange payment in any profit of the JVC. Foreign exchange will be U.S. Dollars converted from Renminbi, with the conversion rate being the average sell and buy rate at the People's Bank of China of the date when the Board of Directors decides to distribute profits. If the JVC does not have sufficient foreign exchange to advance to Party B, the JVC shall, as instructed by Party B, convert the Renminbi profit payable to Party B at the bank at the average exchange rate for foreign exchanges, and pay such converted foreign exchange to Party B. If the JVC is unable to make such converted foreign exchange to Party B. If the JVC is unable to make such conversion, then is shall, as instructed by Party B, deposit an equivalent amount in Renminbi in an independent savings account opened in the name of the JVC. The JVC or Party A shall not use the principal or interest thereon in this account. If Party B's instructions are requirements comply with the laws of PRC, the JVC should immediately perform the instructions of Party B to deposit Party B's profits into the bank account.

Profits Distribution. The distributable cash income of the Partnership shall be distributed in the following order after deducting the fees, reserved expenses and related taxes on the part of the Partnership:

Profits Distribution. (a) After the payment of income tax by the Company, the Board will determine the annual allocations from after-tax net profits to the reserve fund and expansion fund of the Company and the bonus and welfare fund for the workers and staff members. The sum of the annual allocations to the three funds shall be determined by the Board. (b) The Board shall once every year by a formally adopted resolution decide the amount of after-tax net profit of the Company (after the deduction of the allocations to the three funds mentioned in paragraph (a) above) to be retained in the Company for expanding the production and operation of the Company and the amount to be distributed to the Parties in proportion to their respective shares in the registered capital. (c) If the Company carries losses from previous years, the after-tax net profits of the current year shall be deducted to be used for the three funds mentioned in 14.07(a) after covering losses. No profit shall be distributed unless the deficit from the previous years is made up. Profits retained by the Company and carried over from the previous years may be distributed together with the distributable profits of the current year, or after the deficit of the current year is made up therefrom. (d) When the Company has foreign currency available for profit distribution, Party B will have a priority right to receive their respective shares of the distributable profit in foreign exchange.

Profits Distribution. The Company shall adopt the following principles with respect to the distribution of profits: (a) The Company may not distribute profits until all losses from previous years have been made up and the principal of, and all accrued interests on, any shareholder loans then due and payable have been repaid in full. (b) The remaining amount after making up prior losses pursuant to the forgoing provision shall be the pretax profits of the current year. The enterprise income tax shall be paid from the pretax profits as required by relevant laws and regulations. (c) The remaining amount after payment of the enterprise income tax pursuant to the forgoing provision shall be the after-tax profits of the current year. Payments to the Three Funds shall be made from the after-tax profits. The amount of payments to the Three Funds shall be determined by the Board with reference to applicable Laws. No payments shall be made to the Three Funds in years where the Company does not realize a profit. (d) Amounts remaining following the fulfillment of the requirements set forth in paragraphs (a), (b) and (c) plus the profit brought forward from previous years shall be the distributable profits, which shall be distributed in full to the Parties unless otherwise decided by the Board. (e) Distribution of profits specified in paragraph (d) shall be made in proportion to the ratio of each Party’s respective actual contributions in the paid-up capital. The Company shall remit such distribution into the bank accounts designated by the Parties within one (I) month after the Board makes its determination regarding profit distribution. Distributions to Party B shall be made in US$. In case of a shortage of foreign exchange reserves of the Company, the Company shall be responsible for converting the dividends in Renminbi into US$ for Party B based on the then prevailing exchange rate and shall remit the same to Party B. Any charges accrued in the foreign exchange conversion shall be borne by the Company.

Profits Distribution. Profits shall be distributed to the Parties according to the following principle: (1) the Board of Directors shall, within four months of the end of a financial year, and after deductions are made for common reserve, workers' compensation and pension, decide on the amount of retained earnings and the pro rata distribution of dividend. (2) any gross revenue generated annually in each Phase of operation shall first be used for payment of taxes, fees and charges in accordance with the provisions of applicable tax laws and regulations of PRC, and then applied for the recovery of costs in that Phase. The remainder shall be the profit to be allocated between Party A and Party B in accordance with their Share Interest. (3) Party B shall enjoy priority in receiving foreign exchange payment in any profit of the JVC. Foreign exchange will be U.S. Dollars converted from Renminbi, with the conversion rate being the average sell and buy rate at the People's Bank of China of the date when the Board of Directors decides to distribute profits. If the JVC does not have sufficient foreign exchange to advance to Party B, the JVC shall, as instructed by Party B, convert the Renminbi profit payable to Party B at the bank at the average exchange rate for foreign exchanges, and pay such converted foreign exchange to Party B. If the JVC is unable to make such conversion, then it shall, as instructed by Party B, deposit an equivalent amount in Renminbi in an independent savings account opened in the name of the JVC for the benefit of Party B. The JVC or Party A shall not use the principal or interest thereon in this account. If Party B's instructions and requirements comply with the laws of PRC, the JVC should immediately perform the instructions of Party B to deposit Party B's profits into the bank account.

Profits Distribution. Party A and Party C agree that the Company shall distribute to Party A all of the net profits generated from 2009 to 2011 within a time frame specified by Party A.

Profits Distribution. (a) The Company shall determine the amount of its after-tax distributable profit, in accordance with the Financial and Accounting System, on an [**] basis. (b) After the payment of income taxes by the Company, the Board shall determine, based on the applicable laws and regulations and the Company’s business needs, the [**] allocations of after-tax profits to the Company’s Reserve Fund, Bonus and Welfare Fund, and Enterprise Expansion Fund (“Three Funds”). (c) After using the after-tax profits to make up for the losses of the previous years and making allocations to the Three Funds, the Company shall, unless otherwise decided by the Board, distribute the remaining profits to the Parties. (d) The plan of profit distribution or retention shall be decided within the first Board meeting of the next fiscal year. (e) The Company shall not distribute profits unless the accumulated losses have been made up in full. (f) Any profit distribution declared by the Board will be paid to the Parties in proportion to the actual amount of the registered capital contributed by each Party at the time of the profit distribution and within [**] days after the end of the previous fiscal year.