DIVIDEND POLICY (the “Policy”)

(Adopted by written resolution of the board of directors of the Company passed on 21 December 2018)

Hans Energy Company Limited (the “Company”) adopts a general dividend policy that aims to provide shareholders of the Company out of the Group’s profit attributable to shareholders in any financial year, subject to the criteria set out below.

 

Such declaration and payment of dividends shall remain to be determined at the discretion of the board of directors of the Company (the “Board”) and subject to all applicable requirements (including without limitation restrictions on dividend declaration and payment) under the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) and the Memorandum and Articles of Association of the Company.

 

In proposing any dividend payout, the Board shall also take into account, inter alia: –

• the Company and its subsidiaries’ (collectively, the “Group”) actual and expected financial performance;
• shareholders’ interests;
• retained earnings and distributable reserves of the Company and each of the other members of the Group;
• the level of the Group’s debts to equity ratio, return on equity and financial covenants to which the Group is subject;
• possible effects on the Group’s creditworthiness;
• any restrictions on payment of dividends that may be imposed by the Group’s lenders;
• the Group’s expected working capital requirements and future expansion plans;
• liquidity position and future commitments at the time of declaration of dividend;
• taxation considerations;
• statutory and regulatory restrictions;
• general business conditions and strategies;
• general economic conditions, business cycle of the Group’s business and other internal or external factors that may have an impact on the business or financial performance and position of the Company; and
• other factors that the Board deems appropriate.

The Board may propose the payment of dividends, if any, with respect to the Company’s shares on a per share basis.

In addition to cash, dividends may be distributed in the form of shares subject to and in accordance with the procedures set out in the Company’s Memorandum and Articles of Association.

Except for interim dividend, any dividends declared by the Company must be approved by an ordinary resolution of shareholders at the general meeting and must not exceed the amount recommended by the Board. The Board may from time to time pay to the shareholders such interim dividends as appear to the directors to be justified by the profits of the Company available for distribution.

The Company will continually review the Policy and reserves the right in its sole and absolute discretion to update, amend and/or modify the Policy at any time, and this Policy shall in no way constitute a legally binding commitment by the Company that dividends will be paid in any particular amount and/or in no way obligate the Company to declare a dividend at any time or from time to time.

Pursuant to the Code Provision F.1.1 under Appendix 14 Corporate Governance Code and Corporate Governance Report, the Company should disclose the policy on payment of dividend in the annual report.

Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.