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瑞晟智能: 北京炜衡(上海)律师事务所关于浙江瑞晟智能科技股份有限公司差异化权益分派特殊除权除息事项的法律意见书

Core Viewpoint - The legal opinion letter addresses the differentiated equity distribution and special ex-rights and ex-dividend matters related to Zhejiang Ruisheng Intelligent Technology Co., Ltd.'s 2024 profit distribution and capital reserve transfer to increase share capital [1][11]. Group 1: Reasons for Differentiated Equity Distribution - The company held its second extraordinary general meeting on October 8, 2024, where it approved a share repurchase plan, intending to use its own funds to repurchase shares through centralized bidding, with a total repurchase amount not less than RMB 10 million and not exceeding RMB 20 million [4][5]. - The repurchased shares will be used for employee stock ownership plans or equity incentive plans, and the repurchase price will not exceed RMB 24.12 per share [5][7]. Group 2: Specific Plan for Differentiated Equity Distribution - The company plans to distribute a cash dividend of RMB 1 per 10 shares (including tax) and to increase capital by 2 shares for every 10 shares held, with the total number of shares participating in the distribution adjusted based on the shares held in the repurchase account [7][8]. - As of April 24, 2025, the total share capital is 52,052,000 shares, with 195,000 shares held in the repurchase account, resulting in 51,857,000 shares eligible for distribution [8]. Group 3: Impact on Ex-rights and Ex-dividend Reference Price - The adjusted cash dividend per share is calculated to be approximately RMB 0.10032 (including tax), and the adjusted transfer ratio is approximately 0.20064 [8][10]. - The reference price for ex-rights and ex-dividend is calculated based on the previous closing price and the adjusted cash dividend, resulting in an actual reference price of approximately RMB 29.1092 per share [9][10]. Group 4: Conclusion - The legal opinion concludes that the differentiated equity distribution complies with relevant laws and regulations, and the impact on the reference price for ex-rights and ex-dividend is minimal, not harming the interests of the company and all shareholders [11].