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贵州三力: 北京中伦关于贵州三力制药股份有限公司差异化分红事项的法律意见书

Core Viewpoint - Guizhou Sanli Pharmaceutical Co., Ltd. is implementing a differentiated dividend distribution plan due to the repurchase of shares and the cancellation of certain restricted stocks, ensuring compliance with relevant laws and regulations [2][7]. Group 1: Reasons for Differentiated Dividend - The company plans to repurchase and cancel 60,000 restricted stocks from one employee who no longer qualifies for the incentive program due to resignation [3]. - Additionally, 732,000 restricted stocks from seven employees will be repurchased and canceled as the company's performance did not meet the conditions for the third release period of the 2021 incentive plan [3]. Group 2: Dividend Distribution Plan - The total share capital of the company is 409,802,216 shares, and the company will distribute a cash dividend of 3.40 yuan (including tax) for every 10 shares to eligible shareholders, adjusting the total distribution amount accordingly due to the repurchased shares [5][6]. - The total cash dividend to be distributed amounts to 137,638,805.44 yuan (including tax) [5]. Group 3: Calculation Basis for Differentiated Dividend - As of May 29, 2024, the closing price of the company's shares was 12.02 yuan per share, with a total of 4,982,200 shares in the repurchase account [6]. - The reference price for ex-dividend is calculated to be approximately 11.68 yuan per share, with a minimal impact of 0.0351% on the reference price due to the differentiated dividend distribution [6][7]. Group 4: Legal Compliance and Conclusion - The legal opinion confirms that the differentiated dividend distribution complies with the Company Law, Securities Law, and relevant regulations, and does not harm the interests of the company or its shareholders [7].