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祥生医疗: 上海市通力律师事务所关于无锡祥生医疗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 Shanghai Tongli Law Firm confirms that the differentiated dividend distribution plan proposed by Wuxi Xiangsheng Medical Technology Co., Ltd. complies with relevant laws and regulations, and does not harm the interests of the company and its shareholders [4][7]. Group 1: Differentiated Dividend Distribution - The differentiated dividend distribution is necessitated by the company's share repurchase plan, which involves using self-owned funds to repurchase A-shares for employee stock ownership plans, with a repurchase price not exceeding RMB 62.05 per share and a total repurchase amount between RMB 10 million and RMB 20 million [4][5]. - As of the date of the legal opinion, the company has repurchased a total of 249,784 shares, which will not participate in the profit distribution for the fiscal year 2024, leading to a discrepancy between the total share capital and the shares participating in profit distribution [5][6]. Group 2: Impact on Share Price - The differentiated dividend distribution will adjust the base for profit distribution by deducting the shares held in the repurchase account from the total share capital, while maintaining the per-share distribution ratio [6]. - The estimated impact of the differentiated dividend on the ex-dividend reference price is less than 1%, indicating that it will not significantly affect the company's share price [6][7]. Group 3: Legal Compliance - The legal opinion asserts that the differentiated dividend distribution does not violate the Company Law, Securities Law, self-regulatory guidelines, or the company's articles of association, and confirms that it does not harm the interests of the company or its shareholders [4][7].