拱东医疗: 拱东医疗：浙江天册律师事务所关于公司2024年度差异化权益分派事项的法律意见书

Core Viewpoint - The legal opinion letter issued by Zhejiang Tiance Law Firm confirms that Zhejiang Gongdong Medical Devices Co., Ltd.'s differentiated equity distribution plan for the 2024 profit distribution complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [1][4][7]. Group 1: Differentiated Equity Distribution - The company plans to repurchase shares using self-owned funds through centralized bidding, with the repurchased shares intended for employee stock ownership plans or equity incentives [4]. - As of the date of the legal opinion, the number of shares in the repurchase account is 292,080, accounting for 0.19% of the total share capital of 157,578,415 shares [4]. - The repurchased shares will not participate in the 2024 profit distribution, leading to a need for special handling of the differentiated equity distribution [4][5]. Group 2: Profit Distribution and Repurchase Amount - The company distributed a total cash dividend of 109,813,154.50 yuan for the first half of 2024, with the total cash dividend and repurchase amount combined reaching 145,810,244.10 yuan, which is 84.95% of the net profit attributable to shareholders [5]. - The repurchase amount for the year is 35,997,089.60 yuan, which is considered in the cash dividend calculation [5]. Group 3: Calculation Basis for Differentiated Equity Distribution - The total share capital as of the date of the legal opinion is 157,578,415 shares, with 157,286,335 shares participating in the distribution [6]. - The reference price for ex-rights and ex-dividends is calculated based on the previous closing price and cash dividends, resulting in an actual distribution reference price of 19.1714 yuan per share [6][7]. - The impact of the differentiated equity distribution on the reference price is minimal, with an absolute value of less than 1% [7]. Group 4: Conclusion - The legal opinion concludes that the differentiated equity distribution plan adheres to the Company Law, Securities Law, and relevant regulatory guidelines, ensuring the protection of the interests of the company and its shareholders [7].