Huatai United Securities Co., Ltd
About Zhejiang Cfmoto Power Co.Ltd(603129)
Verification opinions on differentiated dividends
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor”) is the sponsor of Zhejiang Cfmoto Power Co.Ltd(603129) (hereinafter referred to as ” Zhejiang Cfmoto Power Co.Ltd(603129) “, “company”, “listed company” and “issuer”) for non-public offering of shares in 2021, In accordance with the company law, the securities law, the rules for share repurchases of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchases, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, as well as the Zhejiang Cfmoto Power Co.Ltd(603129) articles of Association (hereinafter referred to as the “articles of association”), The recommendation institution has carefully checked the differentiated dividends involved in the profit distribution of Zhejiang Cfmoto Power Co.Ltd(603129) 2021, and the details are as follows:
1、 Reasons for this differentiated dividend
According to the plan on share repurchases by means of centralized bidding transaction deliberated and approved by the company at the second extraordinary general meeting of shareholders in 2018 held on December 20, 2018, the company repurchases part of the company’s shares by means of centralized bidding transaction with its own funds and deposits them in the company’s special account for repurchase for the later implementation of the equity incentive plan. As of the signing date of this verification opinion, 245411 shares had been deposited in the special account for repurchase.
According to the relevant provisions of the company law, the securities law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, listed companies that repurchase shares in the special account do not enjoy the rights of voting at the general meeting of shareholders, profit distribution, conversion of reserve funds into share capital, subscription of new shares and conversion of corporate bonds, Therefore, the shares held in the repurchase account of the company will not participate in this dividend. Based on the above circumstances, there is a difference between the total share capital on the equity registration date and the total number of shares actually participating in the distribution when the equity distribution of the company is implemented, so it is necessary to transfer differentiated dividends to special ex right and ex interest treatment.
2、 This differentiated dividend scheme
According to the plan for profit distribution in 2021 approved by the 2021 annual general meeting held by the company on May 6, 2022, the company’s profit distribution plan in 2021 is: the company plans to distribute a cash dividend of 8.30 yuan (including tax, the same below) for every 10 shares based on the total share capital on the date of equity distribution and equity registration minus the number of shares in the company’s special repurchase account, The total amount of the company’s final actual cash dividend is determined according to the total share capital on the equity registration date when the company implements the profit distribution plan (deducting the treasury shares in the company’s special securities account for repurchase). No bonus shares will be given this year, nor will the capital reserve be converted into share capital. All the remaining undistributed profits will be carried forward and distributed in future years.
3、 Calculation basis of this differentiated dividend
As of the closing on May 6, 2022, the total share capital of the company was 150077374 shares. 245411 shares held in the special securities repurchase account did not participate in this distribution, and the total number of shares actually participating in this distribution was 149831963 shares.
The profit distribution plan approved by the 2021 annual general meeting of shareholders of the company only carries out cash dividend distribution, without share distribution and conversion to value-added distribution. The change proportion of circulating shares of the company before and after equity distribution is 0.
Taking the closing price of the company’s shares on May 6, 2022 as an example, 126.49 yuan / share:
Cash dividend per share actually distributed = cash dividend per share actually received by shareholders participating in the distribution of the company = 0.83 yuan / share.
Ex right (interest) reference price calculated according to actual distribution = (previous closing price – cash dividend per share actually distributed) ÷ (1 + change proportion of circulating shares) = (126.49-0.83) ÷ (1 + 0) = 125.66 yuan / share.
Cash dividend of virtual distribution = (total share capital participating in distribution) × Cash dividend per share actually distributed) ÷ total share capital = (149831963) × 0.83) ÷ 150077374 ≈ 0.8286 yuan / share (take four decimal places, the same below).
Ex right (interest) reference price calculated according to virtual distribution = (previous closing price – cash dividend of virtual distribution) ÷ (1 + change proportion of circulating shares) = (126.49-0.8286) ÷ (1 + 0) = 1256614 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 = | 125.66-1256614 | 125.66 ≈ 0.0011%.
The impact of the company’s differentiated equity branch on the ex right (interest) reference price of the company’s shares is less than 1%.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that this differentiated dividend of the company complies with the relevant provisions of the company law, the securities law, the rules for share repurchase of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase, the rules for listing of shares of Shanghai Stock exchange and the relevant provisions of the articles of association, and there is no damage to the interests of the listed company and all shareholders.
(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Zhejiang Cfmoto Power Co.Ltd(603129) differentiated dividends)
Sponsor representative:
Qiu Jie, Wang Yi
Huatai United Securities Co., Ltd
