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南侨食品: 北京市金杜律师事务所上海分所关于南侨食品集团(上海) 股份有限公司2024 年度差异化分红事项之专项法律意见书

Core Viewpoint - The legal opinion letter issued by King & Wood Mallesons Shanghai Office confirms that the differentiated dividend distribution plan proposed by Nanchao Food Group (Shanghai) Co., Ltd. complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [1][4][5]. Group 1: Legal Framework and Compliance - The legal opinion is based on the Company Law (2023 revision), Securities Law, and other relevant regulations, confirming the legality of the differentiated dividend distribution [1][4]. - The law firm has ensured that all necessary facts and documents have been disclosed by the company, with no significant omissions [1][2]. Group 2: Differentiated Dividend Distribution Plan - The company plans to distribute a cash dividend of 1.70 yuan (including tax) for every 10 shares held, with a total share capital of 424,290,616 shares [4][5]. - The differentiated dividend distribution is part of a broader strategy that includes a share buyback plan approved by the board, aimed at employee stock ownership and incentive plans [4]. Group 3: Calculation and Impact of Dividend Distribution - The reference price for the ex-dividend date is calculated based on the previous closing price minus the cash dividend, resulting in a reference price of 16.45 yuan per share [5]. - The impact of the differentiated dividend on the reference price is minimal, estimated at approximately 0.008379%, indicating that the buyback shares will not significantly affect the dividend distribution [5]. Group 4: Conclusion - The legal opinion concludes that the differentiated dividend distribution plan adheres to the relevant laws and regulations, ensuring the protection of the interests of both the company and its shareholders [5].