普冉股份: 上海贤云律师事务所关于普冉半导体(上海)股份有限公司差异化权益分派事项之法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Xianyun Law Firm addresses the differentiated equity distribution plan of Purun Semiconductor (Shanghai) Co., Ltd. for the year 2024, confirming its compliance with relevant laws and regulations [2][3][8]. Group 1: Background and Legal Framework - The differentiated equity distribution is based on the company's board resolution from August 25, 2022, which approved a share repurchase plan using self-owned funds, with a total repurchase amount between RMB 35 million and RMB 70 million [8]. - As of August 18, 2023, the company repurchased a total of 279,160 shares, which will not participate in profit distribution [8]. Group 2: Distribution Plan - The company plans to distribute a cash dividend of RMB 4.3 per 10 shares (including tax) and implement a capital reserve transfer to increase share capital by 4 shares for every 10 shares held, excluding the repurchased shares [8]. - The total number of shares participating in the distribution is 105,330,575, with a cash dividend of RMB 0.43 per share and a stock transfer ratio of 0.4 [9]. Group 3: Calculation of Ex-Dividend Price - The ex-dividend reference price is calculated based on the closing price of RMB 99.04 per share on April 25, 2025, with the impact of the differentiated equity distribution being less than 1% [10]. - The actual ex-dividend reference price is determined to be approximately RMB 70.44 per share, while the virtual distribution calculation yields a price of RMB 70.49 per share [10]. Group 4: Conclusion - The legal opinion concludes that the differentiated equity distribution plan complies with the Company Law, Securities Law, and other relevant regulations, and does not harm the interests of the company or its shareholders [11].