华熙生物: 北京市通商律师事务所关于华熙生物科技股份有限公司差异化分红事项之专项法律意见书

Core Viewpoint - The legal opinion issued by Tongshang Law Firm confirms that Huaxi Biological Technology 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 [3][6]. Group 1: Differentiated Dividend Distribution - The reason for the differentiated dividend distribution is due to the company's share repurchase plan, which will result in a discrepancy between the total share capital and the shares participating in profit distribution [3][4]. - Huaxi Biological plans to distribute a cash dividend of RMB 0.11 per share (tax included) based on the total share capital minus the shares held in the repurchase account, with no capital reserve conversion or bonus shares [4][5]. - As of the date of the legal opinion, the total share capital of Huaxi Biological is 481,678,242 shares, with 3,315,538 shares in the repurchase account, leading to a total of 478,362,704 shares eligible for the cash dividend distribution, amounting to a total of RMB 52,619,897.44 (tax included) [5]. Group 2: Calculation Basis for Dividend Distribution - The calculation for the ex-dividend reference price is based on the formula: (previous closing price - cash dividend) ÷ (1 + change in circulating shares ratio), with the circulating shares ratio being 0 since only cash dividends are distributed [5]. - The closing price of the stock on June 23, 2025, was RMB 50.67 per share, leading to an ex-dividend reference price of RMB 50.56 per share after accounting for the cash dividend [5][6]. - The impact of the differentiated dividend on the ex-dividend reference price is less than 1%, indicating a minimal effect [6]. Group 3: Legal Compliance and Conclusion - The legal opinion asserts that the differentiated dividend distribution does not violate the Company Law, Securities Law, or self-regulatory guidelines, and does not harm the interests of the company or its shareholders [6].