Boer Power : Announcements and Notices - Adoption of Dividend Policy

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BOER POWER HOLDINGS LIMITED

௹ЀཥɢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1685)

INSIDE INFORMATION

ADOPTION OF DIVIDEND POLICY

This announcement is made by the board of directors (the "Board") of Boer Power Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong).

The Board hereby announces that a dividend policy was adopted by the Company (the "Dividend Policy") on 31 December 2018. Pursuant to the Dividend Policy, the Company may declare and distribute dividends to the shareholders of the Company (the "Shareholders") in an amount representing not less than 25% of the distributable net profit attributable to the equity shareholders of the Company in any financial year, whether as interim and/or final dividends. The dividend, if any, will be paid in Hong Kong dollars.

In deciding whether to propose a dividend and in determining the dividend amount, the Board will take into account, inter alia, the following factors:-

• a) the Company's results of operations;

• b) the Company's actual and expected financial performance;

• c) retained earnings and distributable reserves of the Company and each of the subsidiaries of the Group; and payment by the subsidiaries of cash dividends to the Company;

• d) the level of the Group's debts to equity ratio, return on equity and the relevant financial covenants;

• e) any restrictions on payment of dividends that may be imposed by the Group's lenders;

• f) the Group's expected working capital requirements, future expansion plans, investment plans and future prospects;

• g) 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

• h) any other factors that the Board may deem appropriate.

The Dividend Policy and the declaration and/or payment of future dividends under it are subject to the Board's continuing determination that the Dividend Policy and the declaration and/or payment of dividends would be in the best interests of the Group and Shareholders, and are in compliance with all applicable laws and regulations and the Company's Memorandum and Articles of Association. The Board endeavours to maintain a balance between meeting Shareholders' expectations and prudent capital management with a sustainable dividend policy. The Board will continually review the Dividend Policy and reserves the right in its sole and absolute discretion to update, amend, modify and/or cancel the Dividend Policy at any time, and the Dividend Policy shall in no way constitute a legally binding commitment by the Company in respect of its future dividend and/or in no way obligate the Company to declare a dividend at any time or from time to time.

The Company in annual general meeting may declare dividend but no dividend shall 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 Board to be justified by the profits of the Group, and may also from time to time declare and pay special dividends of such amounts and on such dates and out of such distributable funds of the Company and as it thinks fit.

By Order of the Board

BOER POWER HOLDINGS LIMITED

Qian Yixiang

Chairman

Hong Kong, 31 December 2018

As at the date hereof, the Board comprises (i) four executive Directors: Mr. Qian Yixiang, Ms. Jia Lingxia, Mr. Zha Saibin and Mr. Qian Zhongming; (ii) one non-executive Director: Mr.Zhang Huaqiao; and (iii) three independent non-executive Directors: Mr. Yeung Chi Tat, Mr. Tang Jianrong and Mr. Qu Weimin.