Huatai United Securities Co., Ltd
About Yutong Heavy Industries Co.Ltd(600817)
Verification opinions on differentiated dividends in 2021
As an independent financial consultant for Yutong Heavy Industries Co.Ltd(600817) (hereinafter referred to as “the company” or ” Yutong Heavy Industries Co.Ltd(600817) “) to issue shares to purchase assets and raise matching funds, Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “independent financial consultant”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) In accordance with the requirements of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules on share repurchase of listed companies (hereinafter referred to as the “rules on share repurchase”) and other laws and regulations, the relevant matters of differentiated dividends (hereinafter referred to as the “differentiated dividends”) involved in the profit distribution of Yutong Heavy Industries Co.Ltd(600817) 2021 have been carefully verified, and the verification results are as follows:
1、 Reasons for this differentiated dividend
The company held the 32nd meeting of the 10th board of directors on March 10, 2022, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction. As of May 6, 2022, the company has repurchased 4861500 shares through centralized bidding.
The company held the first extraordinary general meeting of shareholders in 2021 on February 25, 2021, deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals. The 26th meeting of the 10th board of directors, the 29th meeting of the 10th board of directors, the 33rd meeting of the 10th board of directors, the first meeting of the 11th board of directors and the second meeting of the 11th board of directors considered and adopted the proposal on repurchase and cancellation of some restricted shares respectively, It is agreed that the company will repurchase and cancel a total of 1500001 restricted shares in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft). The company has not yet gone through the procedures for repurchase cancellation.
According to the relevant provisions of the company law, the securities law, the rules for share repurchase and other relevant laws and regulations, the shares repurchased in the special account for repurchase and the restricted shares to be repurchased and cancelled by the above company will not participate in the profit distribution.
The total dividend amount of the company shall be subject to the total share capital of the company with the right of profit distribution on the date of equity registration of the implementation of the profit distribution plan. Based on the above situation, the company needs to implement differentiated equity distribution in 2021.
2、 This differentiated dividend scheme
Audited by Daxin Certified Public Accountants (special general partnership), in 2021, the company realized the net profit attributable to the owner of the parent company in the consolidated statement of 39291076323 yuan and the net profit in the statement of the parent company of 52408665477 yuan. In 2021, the undistributed profit of the parent company at the beginning of the year was -30313507913 yuan. After adding the profits realized in the current year, making up the losses and withdrawing the statutory surplus reserve, the distributable profit at the end of the year was 19885641808 yuan.
On April 21, 2022, Yutong Heavy Industries Co.Ltd(600817) held the 2021 annual general meeting of shareholders to review and approve the 2021 annual profit distribution plan. The company plans to distribute cash dividends of 3.5 yuan (including tax) to all shareholders for every 10 shares. According to the profit distribution plan for 2021, as of March 31, 2022, based on the total share capital of 539373371 shares of the company after deducting 537089637 shares that have been repurchased in the repurchase account and restricted shares to be repurchased and cancelled, the total cash dividend to be distributed is 18798137295 yuan (including tax). The total cash dividends of the company in 2021 accounted for 47.84% of the net profit attributable to the shareholders of the parent company in the consolidated statements of the company in 2021. If the total share capital of the company entitled to profit distribution changes before the equity registration date of equity distribution, the distribution amount per share shall remain unchanged, and the total distribution amount shall be adjusted accordingly.
3、 Calculation of this differentiated dividend
As of May 6, 2022, the total share capital of the company is 539373371 shares. After deducting 6361501 shares of repurchased shares and restricted shares to be repurchased and cancelled in the special repurchase account, the number of shares actually participating in the distribution this time is 533011870 shares, and it is proposed to distribute a cash dividend of 18655415450 yuan (including tax). 6361501 shares of repurchased shares and restricted shares to be repurchased and cancelled in the special repurchase account will not participate in this distribution.
The company applies to calculate the ex rights and ex interest opening reference price according to the following formula:
(1) According to the profit distribution plan adopted by the resolution of the company’s 2021 annual general meeting of shareholders, the company only distributes cash dividends this time, without share distribution and conversion to value-added distribution. Therefore, the company’s tradable shares will not change, and the change proportion of tradable shares is 0%.
(2) Cash dividend of virtual distribution = total share capital participating in distribution × Cash dividend per share actually distributed ÷ total share capital of the company as of May 6, 2022 = 533011870 × 0.35 ÷ 539373371 ≈ 0.3459 yuan / share.
(3) According to the cash dividend per share plan in the equity distribution plan approved by the general meeting of shareholders of the company, the actual cash dividend distributed is 0.35 yuan / share.
(4) Ex dividend reference price
Based on the total number of shares to be repurchased by the shareholders on the closing date of 2026 and the distribution price of shares to be repurchased by the shareholders’ meeting of 2025 (deducting the total number of shares to be repurchased by the closing date of 2022) of the year before the closing date of 2026, the share price of the restricted shares to be repurchased by the shareholders’ meeting is 118537000 yuan, Ex right (interest) reference price calculated by actual distribution = (previous closing price – cash dividend) ÷ (1 + change proportion of circulating shares) = (7.61-0.35) ÷ (1 + 0) = 7.26 yuan / share. If the distribution is based on the total number of 539373371 shares of the company as of May 6, 2022, the ex right (interest) reference price calculated according to the virtual distribution = (previous closing price – cash dividend) ÷ (1 + change proportion of circulating shares) = (7.61-0.3459) ÷ (1 + 0) = 7.2641 yuan / share.
Ex right ex dividend reference price impact = | ex right ex dividend reference price calculated according to actual distribution – ex right ex dividend reference price calculated according to virtual distribution | ex right ex dividend reference price calculated according to actual distribution = | 7.26-7.2641 | 7.26 = 0.06% 1%.
Therefore, based on the closing price of the trading day before the application date (May 6, 2022), the impact of the company’s differentiated dividend on the ex right and ex dividend reference price is less than 1%.
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the differentiated dividend of the company complies with the provisions of the company law, the securities law, the share repurchase rules and other relevant laws, regulations, normative documents and the articles of association, and there is no damage to the interests of the listed company and all shareholders.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on the differentiated dividends of Yutong Heavy Industries Co.Ltd(600817) 2021) financial advisor sponsor:
Huang Yuhai, Hu Mengjie, Zuo di
Huatai United Securities Co., Ltd. (seal) (date)
