MING YANG SMART ENERGY GROUP
LIMITED
(GDR under the symbol:
"MYSE")
(a joint stock company established
under the laws of the People's Republic of China with limited
liability)
Announcement on 2023 Dividend
Distribution
Important Notice:
l
Proportion of distribution per share
Cash
dividend per share (A share) of RMB 0.3041
l
Relevant date
Class of
shares
|
Equity
record date
|
Final
trading date
|
Ex-dividend date
|
Grant
date of cash dividend
|
A
share
|
2024/7/4
|
-
|
2024/7/5
|
2024/7/5
|
l
Differentiated dividend transfer:
Yes
I. Session
and date of general meeting approving the distribution
plan
The profit distribution plan was
considered and approved by the annual general meeting for 2023 of
the Company on 22 May 2024.
II. Distribution
plan
1.
Granting year: 2023
2. Target for
distribution:
All shareholders of the Company
whose names appear on the register of members maintained by China
Securities Depository and Clearing Corporation Limited Shanghai
Branch ("CSDC Shanghai Branch") as of the afternoon of the equity
record date upon the close of business of the Shanghai Stock
Exchange.
In accordance with the provisions of
the Self-disciplinary Supervision Guideline for Listed Companies of
the Shanghai Stock Exchange No. 7 - Repurchase of Shares, the
shares of the Company deposited in the special securities account
for repurchase will not be involved in the profit
distribution.
3.
Differentiated dividend
transfer plan:
(1) Differentiated dividend
plan
The Company proposes to distribute a
cash dividend of RMB3.0410 (tax inclusive) per 10 shares to all
shareholders (except for the Company's special securities account
for repurchase) for year 2023, based on the total share capital
registered on the equity record date for the implementation of
equity distribution, less the balance of the shares in the
Company's special securities account for repurchase on the equity
record date. If, prior to the equity record date for the
implementation of equity distribution, there is a change in the
Company's share capital available for profit distribution as a
result of the repurchase and cancellation of shares under equity
incentives, changes in shares repurchased by the Company,
additional shares issued in a private offering or changes in shares
under a major asset restructuring, the Company proposes to keep the
proportion of distribution per share unchanged and adjust the total
amount of the distribution accordingly.
During the period from the
announcement date of the 2023 profit distribution plan to the
equity record date for the implementation of equity distribution,
the Company conducted share repurchase through the trading system
of Shanghai Stock Exchange by way of centralized bidding
transactions; up to now, the Company has completed the repurchase,
and the number of shares in the Company's special securities
account for repurchase is 121,119,984 shares.
The equity distribution is based on
the total share capital of 2,271,594,206 shares as at the equity
record date as determined in the implementation announcement, and
after deducting the number of shares in the Company's special
securities account for repurchase of 121,119,984 shares, the actual
number of shares participating in the cash distribution is
2,150,474,222 shares. The cash dividend payable will be RMB0.3041
per share (tax inclusive), totaling a cash dividend of
RMB653,959,210.91 (tax inclusive), representing 175.58% of the net
profit attributable to shareholders of the parent company for the
year.
(2) Basis for treatment of
differentiated dividend (ex-dividend) and formula for calculating
the same
In accordance with the relevant
regulations of the Shanghai Stock Exchange, the Company calculates
the ex-dividend opening reference price in accordance with the
following formula:
Ex-dividend reference price =
(previous closing price - cash dividend) ÷ (1 + percentage of
changes in outstanding shares)
According to the profit distribution
plan approved by resolutions at the Company's 2023 annual general
meeting, the Company will only distribute cash dividends. No bonus
shares will be awarded and no capital reserves will be converted
into share capital. Therefore, there will be no change in the
Company's outstanding shares, and the percentage of changes in
outstanding shares will be zero.
Cash dividend per share = total
share capital participating in the distribution × actual cash
dividend per share ÷ total share capital = 2,150,474,222 × 0.3041 ÷
2,271,594,206 ≈ RMB0.2879 per share.
The ex-dividend reference price for
the calculation of the Company's equity distribution = RMB(previous
closing price - 0.2879) per share.
III. Relevant
date
Class of
shares
|
Equity
record date
|
Final
trading date
|
Ex-dividend date
|
Grant
date of cash dividend
|
A
share
|
2024/7/4
|
-
|
2024/7/5
|
2024/7/5
|
IV. Distribution
implementation method
1. Implementation method
(1) Shares in the Company's special
securities account for repurchases do not participate in profit
distribution;
(2) Apart from the designated targets
granted by the Company, the dividends of other shareholders shall
be entrusted to the CSDC Shanghai Branch to distribute through its
fund clearing system to the shareholders registered in the Shanghai
Stock Exchange upon the close of business on the equity record date
who have handled specified transactions in the members of the
Shanghai Stock Exchange. Investors who have
handled the specified transaction can receive the cash dividend at
their designated securities sales department on the dividend
payment date. Dividends for shareholders who have not handled the
specified transaction are temporarily kept by CSDC Shanghai Branch
and will be distributed after handling the specified
transaction.
2. Designated target of grant
Mingyang New Energy Investment
Holdings Group Co., Ltd. (excluding its special pledge
account for convertible corporate bonds), Wiser Tyson Investment
Corp Limited, Keycorp Limited, Zhongshan Ruixin Enterprise
Management Consulting Partnership (Limited Partnership)
3. Tax
deduction statement
(1)
For natural person shareholders and securities investment funds
holding the Company's tradable shares not subject to trading
restrictions
In accordance with the relevant
provisions of the Notice on Issues Related to the Differentiated
Individual Income Tax Policy of Listed Companies on Dividends (Cai
Shui [2015] No.101) and the Notice on Issues Related to the
Implementation of the Differentiated Individual Income Tax Policy
of Listed Companies on Dividends (Cai Shui [2015] No.85), the
Company shall not withhold individual income tax for the time
being, and the actual distribution of the cash dividend shall be
RMB0.3041 per share. When the individual transfers the shares, the
CSDC Shanghai Branch will calculate the actual tax payable
according to its holding period. Stock custodian institutions such
as securities companies will deduct the tax amount from the
personal fund account and transfer it to CSDC Shanghai Branch,
which will transfer the tax amount to the Company within 5 working
days of the following month, and the Company will report and pay
the tax to the competent tax authorities within the statutory
declaration period of the month in which the tax amount is
received.
The actual tax burden is as follows:
If the shareholder's holding period is less than 1 month (including
1 month), the dividend income is fully included in the taxable
income, and the actual tax burden is 20%; If the holding period is
more than 1 month to 1 year (including 1 year), 50% of the dividend
income shall be included in the taxable income, and the actual tax
burden shall be 10%; If the holding period is more than 1 year, the
dividend income is temporarily exempt from individual income
tax.
(2)
For natural person shareholders and securities investment funds
holding the Company's tradable shares subject to trading
restrictions
Pursuant to the relevant provisions
of the Notice on Issues Related to the Implementation of the
Differentiated Individual Income Tax Policy of Listed Companies on
Dividends (Cai Shui [2012] No.85), the dividend income received
prior to the unlocking shall be subject to individual income tax
withheld and paid by the Company at a rate of 10%, and the actual
cash dividend after tax deduction is RMB0.27369 per
share.
(3)
For the Qualified Foreign Institutional Investors ("QFII")
shareholders holding shares of the Company
In accordance with the relevant
provisions of the Notice of the State Administration of Taxation on
Issues related to the Withholding and Payment of Corporate Income
Tax Upon Payment of Dividends, Bonuses and Interest by Chinese
Resident Enterprises to QFII (Guo Shui Han [2009] No.47), the
Company uniformly withholds and pays the enterprise income tax at a
rate of 10%, and the actual cash dividend after tax deduction is
RMB0.27369 per share. If the relevant shareholders believe that
they need to enjoy the tax treaty (arrangement) treatment for the
dividend income obtained, they may, in accordance with the
regulations, submit tax refund applications to the competent tax
authorities on their own after obtaining the dividend
income.
(4)
For investors (including corporations and individuals) of The Stock
Exchange of Hong Kong Limited who hold the Company's A shares
through Shanghai Stock Connect
Pursuant to the relevant provisions
of the Notice of the Ministry of Finance, the State Administration
of Taxation and the China Securities Regulatory Commission on Tax
Policies of the Pilot Program for the Shanghai-Hong Kong Stock
Connect Scheme (Cai Shui [2014] No.81), for the Hong Kong market
investors (including both enterprises and individuals) who invest
in A shares through the Shanghai-Hong Kong Stock Connect, the
Company withholds and pays on behalf of the investors income tax at
a tax rate of 10%, and the actual cash dividend after tax deduction
is RMB0.27369 per share.
The time schedule of the equity
record date and cash dividend distribution date for Shanghai-Hong
Kong Stock Connect investors is consistent with that of the
shareholders of the Company's A shares.
(5)
Qualified investors ("GDR investors") who meet the relevant
domestic and overseas regulatory rules for investing in Global
Depository Receipts issued by the Company on the London Stock
Exchange
In accordance with the relevant tax
regulations under the Enterprise Income Tax Law of the People's
Republic of China, the cash dividends for GDR investors will be
paid by the Company to Citibank, National Association, the nominal
holder of the domestic underlying A shares corresponding to the
GDRs. The Company withholds income tax at a rate of 10%, and the
actual cash dividend paid after tax deduction is RMB0.27369 per
share. If the relevant shareholders believe that they need to enjoy
the tax treaty (arrangement) treatment for the dividend income
obtained, they may, in accordance with the regulations, submit tax
refund applications to the competent tax authorities on their own
after obtaining the dividend income.
The equity record date for GDR
investors is 3 July 2024 London time. The cash dividend will be
paid to GDR investors by Citibank, National Association on 12 July
2024 London time through Euroclear Bank SA/NV and Clearstream
Banking, S.A..
(6)
For other institutional investors and corporate
shareholders
The Company will not withhold or pay
any enterprise income tax on behalf of the taxpayers. It is up to
the taxpayers to determine whether they should pay enterprise
income tax locally in accordance with the provisions of the tax
law, and the actual cash dividend paid is RMB0.3041 per
share.
V. Relevant
inquiries
Fore any questions about matters
related to the implementation of the equity distribution, please
contact us as follows:
Contact department: Office of the
Board of Directors of Ming Yang Smart Energy Group
Limited
Tel: 0760-28138632
Ming Yang
Smart Energy Group Limited
26 June,
2024