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