Last checked at 28 Jul 2022 12:15
ANNOUNCEMENT ON IMPLEMENTATION OF EQUITY DISTRIBUTION FOR 2021 OF HUATAI SECURITIES CO., LTD.
I. SESSION AND DATE OF THE GENERAL MEETING AT WHICH THE DISTRIBUTION PLAN WAS APPROVED
The profit distribution plan was considered and approved at the 2021 annual general meeting of the Company on June 22, 2022. The announcement on the resolution of the general meeting has been published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn), HKEXnews website of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk), website of the London Stock Exchange (http://www.londonstockexchange.com) and website of the Company (http://www.htsc.com.cn).
II. DISTRIBUTION PLAN
1. Year of Distribution: 2021
2. Distribution Participants:
All shareholders of the Company (excluding 45,278,495 A shares of the special account for securities repurchase of Huatai Securities Co., Ltd. and 1,060,973 A shares to be repurchased and cancelled) registered in the Shanghai Branch of China Securities Depository and Clearing Company Limited as at the close of the Shanghai Stock Exchange in the afternoon of the record date.
3. Differentiated Dividend Distribution Plan:
(1) The differentiated dividend distribution plan
According to the Resolution on the 2021 Profit Distribution of the Company, which was considered and approved at the 2021 annual general meeting of the Company, the profit distribution plan of the Company for 2021 is as follows.
1.The Company will distribute cash dividend of RMB4.50 (tax inclusive) per 10 shares based on the Company's total share capital of 9,076,650,000 shares after deducting 45,278,495 A Shares deposited in the special account for securities repurchase and 1,060,973 A Shares to be repurchased and cancelled (i.e. on the basis of 9,030,310,532 shares), with the total cash dividend of RMB4,063,639,739.40 (tax inclusive), representing 30.45% of net profit attributable to the shareholders of the Parent Company on a consolidated basis for 2021.
According to relevant provisions of the Guidelines for Self-regulation of Companies Listed on Shanghai Stock Exchange No. 7 - Repurchase of Shares (《上海证券交易所上市公司自律监管指引第7号－回购股份》), the amount of share repurchases effected by a company in a year shall be deemed as cash dividends and be counted in the calculation of the cash dividend ratio for the year. Accordingly, based on the amount of share repurchases effected by the Company for 2021 of RMB48,959,144.00 (excluding transaction costs), the total cash dividend amounted to RMB4,112,598,883.40, representing 30.81% of net profit attributable to the shareholders of the Parent Company on a consolidated basis for 2021.
If the total share capital of the Company changes as a result of repurchase and cancellation of shares granted in the equity incentive scheme during the period from the disclosure date of this proposal to the record date of the implementation of the dividend distribution, the Company intends to maintain the distribution ratio per share unchanged and adjust the total amount of distribution accordingly. The remaining profit available for distribution to investors will be carried forward to the next year.
2.Cash dividend is denominated and declared in RMB and paid to holders of A Shares (including the depositary of GDRs) and the investors of Southbound Trading in RMB and to holders of H Shares (excluding the investors of Southbound Trading) in HKD. The actual amount of distribution in HKD shall be calculated at the rate of average benchmark exchange rate of RMB against HKD issued by the PBOC five business days prior to the date of the 2021 annual general meeting of the Company.
(2) The Calculation Basis for Ex-rights and Ex-dividends of the Differentiated Dividend Distribution
According to the relevant provisions of the Rules Governing the Listing of Stocks of the Shanghai Stock Exchange, the Company calculates the ex-rights (ex-dividends) opening reference price according to the following formula:
Ex-rights (ex-dividends) reference price = [(previous closing price - cash dividends per share) + rights issue (new share) price x percentage of changes in circulating shares] ÷ (1+ percentage of changes in circulating shares)
According to the Resolution on the Profit Distribution Proposal considered and approved at the 2021 annual general meeting of the Company, the specific calculation process of the differentiated dividend ex-rights and ex-dividends is as follows:
The total share capital of the Company is 9,076,650,000 shares. After deducting the 45,278,495 A shares held in the special account for securities repurchase, which shall not be entitled to the profit distribution, and 1,060,973 A shares to be repurchased and cancelled, the number of shares actually participated in the distribution are 9,030,310,532 shares;
Cash dividend per share = total share capital participating in distribution x cash dividend per share actually distributed ÷ total share capital = (9,030,310,532 × RMB0.45) ÷ 9,076,650,000 ≈ RMB0.4477;
According to the Resolution on the 2021 Profit Distribution of the Company considered and approved at the 2021 annual general meeting, the profit distribution plan does not involve capitalization of shares or distribution of additional shares, so the percentage of changes in circulating shares is "0".
In summary, the Company's ex-rights (ex-dividends) reference price = [(previous-closing price - RMB0.4477) +0] ÷ (1+0) = previous closing price - RMB0.4477 per share.
III. RELEVANT DATE
Class of shares | Record date | Last trading day | Ex-rights (ex-dividends) date | Cash dividend payment date |
A Shares | 2022/8/4 | － | 2022/8/5 | 2022/8/5 |
IV. PROFIT DISTRIBUTION MATTERS FOR GDR INVESTORS
The Company shall distribute cash dividends to Citibank, National Association, the nominal holder of domestic basic A Shares corresponding to GDR. According to the Corporate Income Tax Law of the PRC (《中华人民共和国企业所得税法》) and other relevant tax regulations, the Company shall withhold and pay income taxes at a tax rate of 10%. For the qualified investors who invest in the GDR issued by the Company on London Stock Exchange and comply with the relevant domestic and foreign regulatory rules (hereinafter referred to as "GDR investors"), if they are entitled to the treatment as stipulated in relevant tax treaties (arrangements), applications can be submitted to the governing tax authority according to regulations.
The record date of GDR investors is the same as the record date of holders of A Shares. The cash dividend will be distributed to GDR investors by Citibank, National Association through Euroclear Bank SA/NV and Clearstream Banking, S.A. on August 12, 2022 (London time).
Huatai Securities Co., Ltd.
July 28, 2022