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昭衍新药: 北京市天元律师事务所关于昭衍新药差异化分红事项的专项法律意见
Zheng Quan Zhi Xing·2025-08-05 16:20

Core Viewpoint - The legal opinion issued by Beijing Tianyuan Law Firm confirms that the differentiated dividend distribution plan of Beijing Zhaoyan New Drug Research Center Co., Ltd. complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [10]. Group 1: Differentiated Dividend Distribution - The differentiated dividend distribution is based on the company's 2024 annual profit distribution plan, which proposes a cash dividend of 0.3 yuan per 10 shares, calculated on the total share capital after excluding repurchased shares [8][9]. - The total net profit attributable to shareholders for the year 2024 is reported to be approximately 74.08 million yuan, with the proposed cash dividend representing 30.22% of this net profit [8][9]. - The company has confirmed that the total number of shares eligible for profit distribution is 746,174,300 shares after accounting for repurchased shares [8][9]. Group 2: Share Repurchase Plans - The company initiated a share repurchase plan in 2021, intending to use its own funds to repurchase shares for employee incentive plans, with a total repurchase amount between 4 million and 8 million yuan [4]. - In 2024, a new share repurchase plan was approved, allowing for a repurchase amount between 50 million and 100 million yuan, with a maximum repurchase price set at 150% of the average trading price over the previous 30 trading days [5][6]. - As of July 18, 2025, the company holds a total of 3,303,034 shares in its repurchase account, which does not participate in profit distribution [6][9]. Group 3: Legal Compliance and Due Diligence - The law firm conducted thorough due diligence to ensure that the differentiated dividend distribution adheres to the Company Law, Securities Law, and relevant regulatory guidelines [10]. - The legal opinion emphasizes that all provided documents and statements are accurate and complete, with no material omissions or misrepresentations [3][10]. - The firm confirms that the differentiated dividend distribution does not violate any laws or harm the interests of the company and its shareholders [10].