国浩律师（南京）事务所 中国江苏省南京市汉中门大街 309 号 B 座 5、7-8 层 邮编：210036 电话/Tel: +86 25 8966 0900 传真/Fax: +86 25 89660966 关 于 江苏恒瑞医药股份有限公司 差异化分红事项的 法律意见书 网址/Website: http://www.grandall.com.cn 二〇二五年五月 国浩律师（南京）事务所 关于江苏恒瑞医药股份有限公司 差异化分红事项的 法律意见书 致：江苏恒瑞医药股份有限公司 国浩律师（南京）事务所（以下简称"本所"）接受江苏恒瑞医药股份有限 公司（以下简称"恒瑞医药"或"公司"）的委托，根据《中华人民共和国公司 法》（以下简称"《公司法》"）《中华人民共和国证券法》（以下简称"《证 券法》"）《上市公司股份回购规则》（以下简称"《回购规则》"）《上海证 券交易所上市公司自律监管指引第 7 号——回购股份》（以下简称"《第 7 号指 引》"）及《上海证券交易所股票上市规则》（以下简称"《上市规则》"）等 法律、法规和规范性文件以及《江苏恒瑞医药股份有限公司章程》 司章程》"）的规定，就公司 2024 年度利润分配 ...

Group 1 - The current wave of Chinese companies going abroad is characterized by an unprecedented urgency and speed, with overseas revenue of A-share listed companies growing by 55.8% from 2020 to 2023, and two-thirds of these companies reporting overseas income, a historical high [2][4] - The trend of "going out" is shifting from product-based international trade to foreign direct investment (FDI), where companies are taking their operations and capabilities abroad rather than just exporting products [2][4] - Companies are categorized based on their motivations for internationalization, primarily seeking new markets or acquiring resources and capabilities to enhance competitiveness [4][5] Group 2 - The majority of companies expanding overseas are driven by domestic cyclical pressures, with a significant shift from domestic sales to exports due to a mismatch in supply and demand [7][8] - Some companies are experiencing rapid growth in overseas markets not due to domestic market shrinkage but because of attractive opportunities abroad, exemplified by brands like Pop Mart and Miniso [9][10] - Companies like SANY Heavy Industry have seen their overseas revenue triple in recent years, highlighting the importance of international markets for growth [8] Group 3 - The pressure to go abroad is intensified by geopolitical conflicts, leading companies to relocate production to maintain competitiveness and meet international demand [12][13] - Companies are also pursuing strategic resources abroad, such as lithium projects in Argentina by Ganfeng Lithium, to secure supply chains and reduce costs [13][14] - The restaurant industry has seen a dramatic increase in foreign direct investment, growing 95 times, indicating a complex mix of domestic demand decline and overseas opportunities [15] Group 4 - The speed of international expansion among Chinese companies is remarkable, with examples like Mixue Ice City opening 2,600 stores in Indonesia in just four years [16][17] - Companies like Chery Automobile have successfully balanced domestic and international growth, achieving a significant increase in export volumes [22] - The relationship between the speed of going abroad and performance is nuanced, with rapid expansion potentially leading to both opportunities and risks [19][21] Group 5 - Companies are increasingly focusing on local market responsiveness while maintaining global operational efficiency, particularly in sectors like food and retail [23][24] - The emergence of "best-value provider" strategies among Chinese manufacturers indicates a shift towards balancing cost leadership with customer value [32][33] - New entrants in the market, such as DJI and Shokz, are leveraging innovation and cultural uniqueness to compete globally, marking a new phase in China's international business landscape [36][37]

Core Viewpoint - The competition in the short drama market is intensifying, with Hongguo achieving remarkable growth and dominating the industry, while Hemama Theater faces increasing challenges and potential user attrition due to widening market gaps [1][3][5]. Group 1: Market Position and Performance - As of March 2025, Hongguo's monthly active users exceeded 173 million, while Hemama Theater's reached 41.67 million, indicating a significant gap that has widened over time [3][5]. - Hongguo's revenue capabilities are highlighted by a monthly revenue share exceeding 500 million, with over 10 copyright partners generating over 10 million each in a month, showcasing its strong monetization ability [3][5]. - Hemama Theater's recent highlights include the release of a short drama starring Liu Xiaoqing, but it lacks blockbuster hits, making it difficult for the audience to remember its presence [5][3]. Group 2: Challenges Faced by Hemama Theater - Hemama Theater is experiencing a stark contrast in resource endowments compared to Hongguo, as it lacks the backing of a major player like ByteDance, which provides significant advantages in user acquisition and cost efficiency [9][20]. - The content ecosystem disparity is evident, with Hongguo having launched over 15,000 short dramas and maintaining a high release rate, while Hemama Theater struggles with content quantity and update speed [17][19]. - Hemama Theater's mixed monetization strategy of "free + ads + membership" contrasts with Hongguo's focus on free and ad-supported models, leading to structural disadvantages in profitability [17][19]. Group 3: Strategic Directions for Hemama Theater - To survive, Hemama Theater must explore differentiated content to avoid the prevalent content homogeneity in the market, focusing on unique and recognizable productions [33][45]. - Expanding revenue structures beyond advertising and subscriptions is crucial, with potential in brand-customized dramas and collaborations with government entities for stable income sources [36][40]. - Building ecological partnerships, such as the "Hemama Partner" initiative, is essential for resource sharing and strategic alliances to compete against larger players [41][45]. Group 4: Market Growth Potential - Despite challenges, the overall growth trajectory of the short drama market offers Hemama Theater opportunities for user and revenue expansion, with projections indicating a market size nearing 91 billion RMB by 2027 [27][30]. - Hemama Theater's connection to state-owned enterprises may provide advantages in policy support and content compliance, especially in a tightening regulatory environment [30][27]. - The potential for international expansion through platforms like DramaBox could allow Hemama Theater to tap into overseas markets, diversifying its content and revenue streams [43][45].

国泰海通证券股份有限公司 关于峰岹科技（深圳）股份有限公司 差异化分红事项的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为 峰岹科技（深圳）股份有限公司（以下简称"峰岹科技"或"公司"）首次公开 发行股票并在科创板上市的持续督导保荐机构，根据《中华人民共和国证券法》 《证券发行上市保荐业务管理办法》《上海证券交易所上市公司自律监管指引第 规定，对峰岹科技 2024 年年度利润分配所涉及的差异化分红进行了核查，核查 情况及核查意见如下： 一、本次申请特殊除权除息处理的原因 五次会议，审议通过了《关于使用超募资金以集中竞价交易方式回购公司股份方 案的议案》，同意公司以超募资金通过集中竞价交易方式回购公司发行的人民币 普通股（A 股）。回购的股份将在未来适宜时机全部用于员工持股计划或股权激 励计划。回购的价格不超过人民币 178 元/股（含），回购的资金总额不低于人民 币 2,000 万元（含），不超过人民币 3,000 万元（含）。回购期限自董事会审议通 过回购股份方案之日起 12 个月内。 公司于 2024 年 1 月 31 日至 2024 年 9 月 10 日间累计回购公司股份 ...

Group 1 - The core viewpoint of the articles highlights the trend of "differentiated land supply" in Shanghai's real estate market, reflecting an upgrade in the logic of land supply to meet urban development and market demand changes [1][2][4] - The recent auction of four residential land parcels in Shanghai totaled 9.709 billion yuan, with two parcels sold at the base price and two exceeding a premium rate of 20% [1][2] - The Yangpu parcel achieved a floor price of 80,200 yuan per square meter, setting a new high for the Dinghai area, while the Songjiang parcel was acquired at a floor price of 25,300 yuan per square meter with a premium rate of 20.42% [2][6] Group 2 - The emergence of new industrial areas is expected to attract high-end talent and create strong demand for high-quality housing, supported by the ongoing implementation of the "One River, One River" plan and the development of five new towns [2][5] - The "bundled land transfer" model used for the Hongkou Sichuan North Road parcel aims to integrate commercial and residential developments, promoting regional planning and sustainable development rather than solely focusing on economic benefits [4][5] - The performance of real estate companies in this land auction, primarily dominated by state-owned enterprises, reflects a strong confidence in the market, bolstered by positive data from new and second-hand housing transactions [5][6]

Core Viewpoint - The legal opinion issued by Fujian Tianheng United Law Firm confirms that Xiamen Gibit Network Technology Co., Ltd.'s differentiated equity distribution plan complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [8]. Group 1: Differentiated Equity Distribution - The differentiated equity distribution is based on the company's decision to repurchase shares using a budget of no less than RMB 50 million and no more than RMB 100 million, with a maximum repurchase price of RMB 390 per share [4][5]. - As of the application date for the differentiated equity distribution, the company has repurchased a total of 284,800 shares, which will not participate in profit distribution [5]. - The profit distribution plan for 2024 proposes a cash dividend of RMB 35 per 10 shares (tax included) to all shareholders, excluding capital reserve transfers to increase share capital [5][6]. Group 2: Calculation Basis for Distribution - The reference price for ex-rights and ex-dividends is calculated based on the closing price before the application date, which was RMB 217.22 per share, adjusted for the cash dividend [6]. - The actual ex-rights and ex-dividends reference price is calculated as RMB 213.72 per share, while the virtual distribution reference price is approximately RMB 213.7338 per share [6]. - The impact of the differentiated equity distribution on the reference price is less than 1%, indicating minimal effect [7]. Group 3: Legal Compliance - The differentiated equity distribution meets the criteria of not including repurchased shares in the profit distribution, as stipulated by relevant laws and regulations [7]. - The legal opinion concludes that the distribution plan adheres to the Company Law, Securities Law, and other regulatory guidelines, ensuring the protection of shareholder interests [8].

Core Viewpoint - The company announces a cash dividend distribution of 3.50 RMB per share (before tax) for its shareholders, with specific dates for the record and payment of dividends [1][2]. Dividend Distribution Details - The cash dividend of 3.50 RMB per share will be distributed to all shareholders registered by the close of trading on May 23, 2025, with the ex-dividend date set for May 26, 2025 [1][2]. - The total cash dividend amount is approximately 251,147,053.50 RMB (before tax) [2]. - The distribution will not involve capital reserve conversion to share capital or other forms of profit distribution [1][2]. Shareholder Eligibility and Taxation - The dividend distribution is based on the total share capital after excluding shares held in the company's repurchase account [1][2]. - Individual shareholders holding shares for more than one year will be exempt from personal income tax on the dividend, while those holding for one year or less will not have tax withheld at the time of distribution but will be subject to tax upon selling the shares [4][5]. - The actual cash dividend received by shareholders after tax for those subject to withholding will be 3.15 RMB per share [5]. Implementation Method - The cash dividends will be distributed to shareholders who have completed designated transactions with the Shanghai Stock Exchange [2][3]. - Shareholders who have not completed designated transactions will have their dividends held by China Securities Depository and Clearing Corporation Limited until the transaction is completed [2][3]. Contact Information - For inquiries regarding the dividend distribution plan, shareholders can contact the company's securities department at 0592-3213580 or via email at ir@g-bits.com [5]. Reference Documents - The announcement includes references to the company's annual shareholder meeting resolution and legal opinions regarding the differentiated dividend distribution [5].

Core Insights - The dairy industry in China is facing challenges with a decline in revenue and profit, with 20 listed dairy companies reporting a total revenue of 292.5 billion yuan, down 7.7% year-on-year, and a net profit of 12.92 billion yuan, down 3.0% year-on-year [2] Group 1: Market Trends - The aging population in China is creating new growth opportunities in the dairy sector, with the number of people aged 60 and above surpassing 300 million by the end of 2024, and expected to reach 26.4% of the population by 2030 [6][5] - Dairy companies are focusing on functional, differentiated, and scenario-based products to regain consumer interest amid cross-category competition [4][10] Group 2: Strategic Approaches - Companies are advised to address both functional needs and emotional connections with elderly consumers, emphasizing the importance of product functionality and emotional value [7][8] - Major players like Yili and China Feihe are expanding their product lines to cater to the elderly demographic, with Yili's adult nutrition products for seniors accounting for 50% of its adult milk powder business [9] Group 3: Channel Evolution - The sales influence of large supermarkets is declining, while the importance of small and community supermarkets and convenience stores is increasing, with convenience stores meeting immediate consumer needs [14][17] - E-commerce is becoming a significant channel for dairy sales, with Yili reporting that over 50% of its adult milk powder sales are now through online platforms [17][18] - Companies like Mengniu are focusing on market penetration in rural and underdeveloped areas, highlighting the potential for growth in these segments [19]

Investment Rating - The report indicates a slowdown in the expansion of the new tea beverage industry, with a net decrease of 17,000 stores in the past year, highlighting a significant market consolidation [1][2]. Core Insights - The new tea beverage market in China has grown rapidly, with the market size increasing from RMB 187.8 billion in 2018 to RMB 517.5 billion in 2023, reflecting a CAGR of 22.5% [2]. - The competition among new tea brands is evolving from scale and price wars to a more complex, multifaceted competition focusing on product innovation and brand differentiation [1][2]. - The top five brands in the ready-to-drink tea market have increased their market share from 38.5% in 2020 to 46.8% in 2023, indicating a trend towards market concentration [1]. Summary by Sections Product Innovation and Marketing - New tea brands are focusing on health-oriented product innovations, with companies like沪上阿姨 launching over 100 new products annually [4][6]. - The marketing strategies of brands are diversifying, with successful collaborations and IP creations enhancing brand recognition and consumer engagement [8][15]. - The demand for healthier and higher-quality options is driving the evolution of ready-to-drink tea products, with brands prioritizing differentiation [7][19]. Franchise and Supply Chain Dynamics - The franchise model is becoming increasingly important, with 56.1% of tea beverage stores being part of a chain as of 2023, projected to rise to 72% by 2028 [17][20]. - The initial investment cost for opening a new store under沪上阿姨 is approximately RMB 275,000, which is lower than the industry average, making it attractive for potential franchisees [18]. - A robust supply chain is critical for maintaining product quality and customer loyalty, with沪上阿姨 achieving extensive national coverage for fresh ingredient delivery [21][19]. Market Trends and Future Outlook - The report highlights that the fastest growth in the ready-to-drink tea market is occurring in third-tier and lower cities, with沪上阿姨 having 49.4% of its stores in these areas as of 2023 [28][31]. - The overall revenue for沪上阿姨 in 2024 is projected to be RMB 3.28 billion, with 48.2% of this revenue coming from third-tier and lower cities [31]. - The industry is expected to continue evolving, with brands that can innovate and differentiate themselves likely to thrive, while those lacking in these areas may face significant challenges [39].