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国金证券: 北京金杜(成都)律师事务所关于国金证券股份有限公司2024年度差异化分红之专项法律意见书

Core Viewpoint - The legal opinion letter issued by Beijing Jindu (Chengdu) Law Firm confirms that Guojin Securities Co., Ltd.'s differentiated dividend distribution plan for 2024 complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [1][6][7]. Group 1: Differentiated Dividend Application - The reason for the differentiated dividend application is based on the company's share repurchase plan, which was approved by the board on August 29, 2023, with a minimum repurchase of 12,500,000 shares and a total fund of 150 million to 300 million yuan [3][4]. - As of February 2, 2024, the company completed the repurchase of 22,102,002 shares, which will not participate in the 2024 profit distribution [4][6]. Group 2: Dividend Distribution Plan - The profit distribution plan for 2024 involves distributing a cash dividend of 1.20 yuan per 10 shares, totaling approximately 442.85 million yuan, based on a total share capital of 3,712,559,510 shares, excluding repurchased shares [4][5]. - The company will maintain the per-share distribution ratio even if the total share capital changes before the ex-dividend date [5]. Group 3: Calculation Methods for Dividend Distribution - The ex-dividend price reference is calculated using the formula: (previous closing price - cash dividend) / (1 + change in circulating shares ratio), with the circulating shares ratio being 0% for this distribution [5][6]. - The actual cash dividend per share is calculated to be approximately 0.12 yuan, with the ex-dividend reference price being 8.32 yuan per share [6]. Group 4: Impact of Differentiated Dividend on Ex-Dividend Price - The impact of the differentiated dividend on the A-share ex-dividend reference price is negligible, with an absolute value impact of less than 1% [6][7]. - The shares held in the repurchase account do not participate in the dividend distribution, further minimizing the impact on the ex-dividend price [6]. Group 5: Conclusion - The legal opinion concludes that the differentiated dividend distribution plan adheres to the Company Law, Securities Law, and relevant regulations, ensuring the protection of the interests of the company and all shareholders [7].