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上海建科: 申万宏源证券承销保荐有限责任公司、国泰海通证券股份有限公司关于上海建科咨询集团股份有限公司差异化分红事项的核查意见
Zheng Quan Zhi Xing·2025-07-15 10:15

Core Viewpoint - The company is implementing a differentiated dividend distribution plan, which includes a cash dividend of 2.55 RMB per 10 shares, while excluding shares held in the repurchase account from profit distribution [2][4]. Group 1: Reasons for Differentiated Dividend - The company held a board meeting on April 24, 2024, to approve a share repurchase plan, with a total repurchase amount not less than a specified amount per share, aimed at employee stock ownership plans or equity incentives [1]. - The repurchase price cap was adjusted from 23 RMB to 22.76 RMB per share, effective June 14, 2024, with a total of 6,124,910 shares repurchased by April 7, 2025 [1]. Group 2: Dividend Distribution Plan - The company plans to distribute a cash dividend of 2.55 RMB per 10 shares (tax included) to all shareholders, with no capital reserve transfer or bonus shares [2]. - The total share capital is 409,861,106 shares, and after excluding the repurchased shares, the base for calculating the cash dividend is 403,736,196 shares, resulting in a total cash dividend distribution of approximately 102,952,729.98 RMB (tax included) [2]. Group 3: Calculation Basis for Dividend - The profit distribution will be based on the total share capital minus the shares held in the repurchase account as of the equity registration date [2]. - The cash dividend per share is calculated as approximately 0.251 RMB per share, based on the formula provided [3]. Group 4: Impact on Ex-Dividend Price - The ex-dividend reference price is calculated as (previous closing price - cash dividend) / (1 + change in circulating shares ratio), with the circulating shares ratio being 0 due to no changes in circulating shares [3][4]. - The calculated ex-dividend reference price is approximately 17.215 RMB per share, based on the previous closing price of 17.47 RMB [4][5]. Group 5: Verification by Sponsoring Institutions - The sponsoring institutions have verified that the differentiated dividend distribution complies with relevant laws and regulations, and does not harm the interests of the company or its shareholders [5].