TIDMCYPC
RNS Number : 2578G
China Yangtze Power Co. Ltd.
17 July 2023
China Yangtze Power Co., Ltd.
Announcement on Implementation of 2022 Annual Profit
Distribution
The board of directors and all directors of China Yangtze
Power Co., Ltd. (the "Company") warrant that there are no
false representations and misleading statements contained
in, or material omissions from, this announcement, and severally
and jointly accept the responsibility for the truthfulness,
accuracy and completeness of the contents of this announcement.
Important notes:
l Percentage Distribution per Share
Cash dividend 0.8533 CNY per A share ( tax-inclusive )
l Relevant dates
Share Class Equity Registration Date Last Trading Date Ex-rights (Ex-dividend) Cash Dividend Distribution
Date date
A-share 20 July, 2023 - 21 July, 2023 21 July, 2023
------------------------- ------------------ ---------------------------- ---------------------------
l Differentiated Cash and Stock Dividend Distribution: Yes
I. The session and date of the general shareholders' meeting for
the approval of the distribution plan
The 2022 annual profit distribution plan was approved by the
Company's annual general meeting held on May 23, 2023.
II. Distribution Plan
1. Distribution Year: 2022
2. Distribution Objects:
As of the afternoon of the record date after the closing of the
Shanghai Stock Exchange, shareholders of the Company registered
with China Securities Depository and Clearing Corporation Limited
Shanghai Branch ( hereinafter referred to as the "CSDS Shanghai
Branch"), except for China Three Gorges Corporation ( hereinafter
referred to as the "Three Gorges Group"), Yunnan Provincial Energy
Investment Group Co., Ltd. ( hereinafter referred to as the
"YEIG"), and Sichuan Energy Industry Investment Group Co., Ltd. (
hereinafter referred to as the "SCEI"), who acquired 921,922,425
shares through the issuance of shares and cash payment for the
acquisition of assets of Three Gorges Jinsha River Yunchuan
Hydropower Development Co., Ltd. in the (referred to as the
"material asset reorganization").
3. Differentiated Cash and Stock Dividend Distribution Plan:
(1) For the net profit attributable to the owners of the parent
company realized from February 1, 2022, to December 31, 2022, in
the amount of 20,092,277,840.10 CNY, it will be distributed to the
shareholders entitled to the distribution rights at a ratio of
100%. Specifically, the cash dividend of 8.533 CNY (including tax)
will be distributed for every 10 shares held by the old
shareholders of the company before the material asset
reorganization, which amounts to 22,741,859,230 shares, and the
804,436,061 shares issued to 19 specific parties for fundraising
purposes. No cash dividends will be distributed for the 921,922,425
shares acquired by the Three Gorges Group, YEIG, and SCEI through
the material asset reorganization.
(2) The net profit attributable to the owners of the parent
company realized from January 1, 2022, to January 31, 2022, in the
amount of 1,216,756,140.84 CNY, will be retained for future annual
distributions.
Summary of the Company's Profit Distribution Plan for FY2022
Items full year January 2022 February-December 2022
-------------------------------- ------------------ ------------------------------- -------------------------------
Consolidated net income
attributable to owners of the
parent company (RMB) 21,309,033,980.94 1,216,756,140.84 20,092,277,840.10
-------------------------------- ------------------ ------------------------------- -------------------------------
Report of Material asset - by 24,468,217,716 shareholders by 23,546,295,291 shareholders
reorganization on Dividend
Payments
-------------------------------- ------------------ ------------------------------- -------------------------------
Cash dividend distribution
(RMB) 20,092,277,840.10 0 8.533 per 10 shares
-------------------------------- ------------------ ------------------------------- -------------------------------
Dividend ratio 94.29 per cent 0 per cent 100%
-------------------------------- ------------------ ------------------------------- -------------------------------
(3) After the completion of this profit distribution,
undistributed profits will be retained for the future
distributions. There will be no capital reserve converted into
share capital for the year of 2022.
(4) Explanation of Ex-dividend Method: According to the relevant
regulations of the Shanghai Stock Exchange, the company calculates
the reference price for ex-dividend using the following
formula:
Ex-rights (dividend) reference price = (previous closing price -
cash dividend) / (1 + proportion of outstanding shares change). Due
to the differentiated dividend distribution implemented by the
Company, the cash dividend in the above formula refers to the cash
dividend per share calculated based on the diluted adjusted total
share capital, which is calculated as follows: cash dividend per
share = (total shares participating in distribution × actual cash
dividend per share) / total share capital = (23,546,295,291 ×
0.8533) / 24,468,217,716 .APPROX. 0.8211 CNY per share. This profit
distribution plan only includes cash dividend distribution and does
not include other forms of distribution such as capital reserve
converted into share capital. Therefore, there is no change in the
outstanding shares of the company, and the proportion of
outstanding shares change is 0. Based on the above, the ex-rights
(dividend) reference price for this equity distribution is
(previous closing price - 0.8211) / (1 + 0) = (previous closing
price - 0.8211) CNY per share.
III. Relevant Dates
Share Class Equity Registration Date Last Trading Date Ex-rights (Ex-dividend) Cash Dividend Distribution
Date date
A-share 20 July, 2023 - 21 July, 2023 21 July, 2023
------------------------- ------------------ ---------------------------- ---------------------------
IV. Implementation of the Distribution
1. Implementation Method
(1) No cash dividend will be paid to the 921,922,425 shares
acquired by the Three Gorges Group, YEIG, and SCEI through the
asset purchase.
(2) Apart from the recipients designated by the company itself,
dividends for the remaining shareholders will be distributed by the
CSDC Shanghai Branch through its fund clearing system to
shareholders who are registered on the record date and have
conducted designated transactions at the Shanghai Stock Exchange.
Investors who have completed designated transactions can collect
their cash dividends at their designated securities brokerage on
the dividend payment date. Dividends for shareholders who have not
conducted designated transactions will be temporarily held by the
CSDC Shanghai Branch and will be distributed after completing the
designated transaction.
2. Recipients for Direct Distribution
Cash dividends for the Three Gorges Group (account B880942874,
account B881639775, and account B883833419), YEIG (account
B883032220), and SCEI (account B880720390) will be directly
distributed by the Company.
3. Tax Deduction Explanation
(1) The income tax on cash dividends directly distributed by the
Company will be paid by the recipients.
(2) Regarding to the individual shareholders and securities
investment funds holding the Company's shares, according to the
Notice on Relevant Issues of Differentiated Individual Income Tax
Policies on Dividends of Listed Companies (Caishui [2015] No. 101)
and the Notice on Relevant Issues of Implementing Differentiated
Individual Income Tax Policies on Dividends of Listed Companies
(Caishui [2012] No. 85) issued by the Ministry of Finance, the
State Taxation Administration, and the China Securities Regulatory
Commission, the company will not withhold individual income tax
when distributing dividends. The actual cash dividend per share
will be 0.8533 CNY. The tax payable shall be calculated according
to the holding period when the shares are actually transferred.
Individual shareholders and securities investment funds who sell
their shares after the record date will have their actual tax
amount calculated by the CSDC Shanghai Branch based on their
holding period. The tax will be deducted from the individual's
funds account by securities firms or other share custodian
institutions and transferred to the CSDC Shanghai Branch. The CSDC
Shanghai Branch will transfer the tax to the Company within 5
working days of the following month. The Company will declare and
pay the tax to relevant authority within the statutory declaration
period of the month in which the tax payment is received. The
specific applicable tax rates are as follows:
For a holding period of up to 1 month (including 1 month): The
full amount of dividend income is included in the taxable income,
and the actual tax rate is 20%.
For a holding period of over 1 month up to 1 year (including 1
year): 50% of the dividend income is temporarily included in the
taxable income, and the actual tax rate is 10%.
For a holding period exceeding 1 year: Dividend income is
temporarily exempt from individual income tax.
(3) For the Qualified Foreign Institutional Investors (QFIIs)
who hold the company's shares, the company will withhold and pay
corporate income tax at a rate of 10% in accordance with the Notice
on Issues Related to Withholding and Payment of Enterprise Income
Tax by Chinese Resident Enterprises to QFIIs (Guoshuihan [2009] No.
47) by the State Taxation Administration. The actual cash dividend
per share after tax is 0.76797 CNY. If the relevant shareholders
believe that the dividend income should enjoy any tax treatment of
any tax agreement (arrangement), they can apply to the competent
tax authority after receiving the dividend.
(4) For investors (both corporations and individuals) from the
Stock Exchange of Hong Kong Ltd. who invest in the company's
ordinary shares listed on the Shanghai Stock Exchange through the
"Stock Connect" program, cash dividends will be distributed by the
company in RMB to the shareholders' accounts held by the CSDC
Shanghai Branch. Tax deduction will be carried out in accordance
with the Notice on Tax Policies for the Pilot Program of
Cross-Border Stock Market Trading between Shanghai and Hong Kong
(Caishui [2014] No. 81) by the Ministry of Finance, State Taxation
Administration, and China Securities Regulatory Commission, with a
tax rate of 10%. The actual cash dividend per share after tax is
0.76797 CNY. For investors who are tax residents of other countries
and have a tax treaty with China that specifies a lower tax rate
for dividend income, corporations or individuals may apply to the
competent tax authority of the company to enjoy the tax treaty
benefits. After the review by the competent tax authority, the
difference between the tax already paid and the tax payable
calculated based on the tax treaty rate will be refunded.
The time arrangements for the record date and cash dividend
payment date for Stock Connect investors are the same as those for
A-share shareholders of the company.
(5) For eligible investors ( hereinafter referred to as "GDR
investors") who invest in the company's Global Depository Receipts
(GDRs) listed on the London Stock Exchange, cash dividends will be
distributed by the company through CSDC Shanghai Branch to the
domestic nominal holders of the underlying A-shares corresponding
to the GDRs, with Citibank, National Association as the custodian.
Withholding tax at a rate of 10% will be deducted in accordance
with the relevant tax regulations, including the Enterprise Income
Tax Law of the People's Republic of China. After receiving the
dividend income from the GDRs, if GDR investors need to enjoy any
tax treaty arrangements, they can apply to the competent tax
authority of the company as specified.
The record date for GDR investors is the same as the record date
for A-share shareholders, and the cash dividends will be
distributed to GDR investors by Citibank, National Association
through Euroclear Bank SA/NV and Clearstream Banking, S.A. on July
28, 2023, London time.
(6) For other investors holding the company's shares, the
company will not withhold and pay income tax on cash dividends. The
income tax on cash dividends should be paid by the investors in
accordance with the tax laws. The actual cash dividend per share is
0.8533 CNY.
V. Consultation Method
Any questions regarding this profit distribution plan, please
contact:
Contact Department: Board Office of China Yangtze Power Co.,
Ltd.
Contact No.: 010-58688900
This announcement is hereby given.
Board of Directors of China Yangtze Power Co., Ltd.
17(th) July, 2023
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