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新凤鸣: 申万宏源证券承销保荐有限责任公司关于新凤鸣集团股份有限公司差异化分红事项的核查意见

Core Viewpoint - The company is implementing a differentiated dividend distribution plan for the fiscal year 2024, which includes a cash dividend of RMB 0.225 per share, while shares repurchased will not participate in profit distribution [5][7]. Group 1: Reasons for Differentiated Dividend - The company plans to repurchase shares using its own funds, with a budget between RMB 150 million and RMB 300 million, specifically for an employee stock ownership plan [1]. - The repurchase period is set from March 7, 2022, to March 6, 2023, during which the company repurchased a total of 18,381,291 shares [1]. - A subsequent resolution increased the repurchase budget to between RMB 250 million and RMB 500 million, with a total of 23,980,100 shares repurchased by January 30, 2025 [2]. Group 2: Dividend Distribution Plan - The company intends to distribute a cash dividend of RMB 0.225 per share to all shareholders, with no stock dividends or capital reserve transfers planned for the year [5]. - As of June 17, 2025, the total share capital is 1,524,654,505 shares, and after excluding the repurchased shares, the actual shares participating in the distribution amount to 1,495,286,114 shares [5][6]. Group 3: Calculation Basis for Dividend - The dividend distribution will be based on the total share capital excluding repurchased shares, with the calculation of the ex-dividend reference price showing minimal impact from the repurchased shares [6]. - The calculated ex-dividend reference price is RMB 10.3150 per share, with a negligible impact of less than 1% from the repurchased shares on the reference price [6]. Group 4: Verification Opinion - The underwriting institution, Shenwan Hongyuan, confirms that the differentiated dividend distribution complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [7].