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芯源微: 北京市竞天公诚律师事务所关于芯源微2024年度利润分配涉及的差异化权益分派事项的法律意见书

Core Viewpoint - The legal opinion issued by Beijing Jingtian Gongcheng Law Firm confirms that Shenyang Xinyuan Microelectronics Equipment Co., Ltd.'s differentiated equity distribution plan for the 2024 profit distribution complies with relevant laws and regulations, and does not harm the interests of the company and its shareholders [1][6]. Group 1: Differentiated Equity Distribution - The company plans to distribute a cash dividend of RMB 1.10 per 10 shares (including tax) to all shareholders based on the total share capital minus the shares held in the repurchase account [3][4]. - As of the application date, the company holds 102,607 shares in its repurchase account, and the total share capital has increased to 201,277,846 shares after the completion of the restricted stock incentive plan [4][5]. - The actual number of shares participating in the distribution is 201,175,239 shares, and the total cash dividend will be adjusted accordingly while maintaining the per-share distribution ratio [4][5]. Group 2: Calculation Basis for Distribution - The calculation for the ex-rights and ex-dividend reference price is based on the formula: (previous closing price - cash dividend) ÷ (1 + change in circulating shares ratio) [5][6]. - The circulating shares ratio is 0 since the company is distributing cash dividends without issuing new shares or increasing capital reserves [5]. - The ex-rights reference price is calculated to be approximately RMB 93.59 per share based on the previous closing price of RMB 93.70 [5][6]. Group 3: Legal Compliance and Conclusion - The legal opinion asserts that the differentiated equity distribution plan adheres to the Company Law, Securities Law, and relevant regulations, ensuring no detriment to the company or its shareholders [6]. - The law firm emphasizes that the documents and materials provided for the legal opinion are authentic, complete, and valid, with no significant omissions [2][3]. - The legal opinion is intended solely for the purpose of the differentiated equity distribution and is not to be used for any other purpose [3].