差异化权益分派

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卓易信息: 江苏漫修(无锡)律师事务所关于江苏卓易信息科技股份有限公司差异化权益分派之法律意见书
Zheng Quan Zhi Xing· 2025-06-17 09:20
Core Viewpoint - The legal opinion letter from Jiangsu Manxiu (Wuxi) Law Firm confirms that Jiangsu Zhuoyi Information Technology Co., Ltd.'s differentiated equity distribution plan for the 2024 profit distribution complies with relevant laws and regulations, and does not harm the interests of the company and its shareholders [10]. Group 1: Differentiated Equity Distribution - The differentiated equity distribution is necessary due to discrepancies between the total share capital and the actual shares participating in the profit distribution, as shares in the repurchase account do not enjoy distribution rights [8]. - The company plans to distribute a cash dividend of RMB 1.00 per 10 shares to all shareholders registered on the equity registration date, without capital reserve transfer or bonus shares [8][9]. - The total share capital of the company is 121,142,237 shares, with 2,180,997 shares in the repurchase account, resulting in 118,961,240 shares participating in the distribution [7][9]. Group 2: Legal Compliance and Impact - The legal opinion states that the differentiated equity distribution complies with the Company Law, Securities Law, and other relevant regulations, ensuring that the impact on the stock's ex-rights (ex-dividend) reference price is minimal [10]. - The calculated ex-rights reference price is RMB 45.50 per share, with a negligible impact of 0.00396% on the reference price due to the differentiated distribution [9][10]. - The opinion emphasizes that the distribution plan does not harm the interests of the company or its shareholders, confirming its legality and adherence to corporate governance standards [10].
福蓉科技: 兴业证券股份有限公司关于公司差异化权益分派事项的核查意见
Zheng Quan Zhi Xing· 2025-06-12 12:53
Core Viewpoint - The report outlines the differentiated equity distribution plan of Sichuan Furong Technology Co., Ltd., including the reasons for the plan and its implications for shareholders [1][5]. Group 1: Reasons for Differentiated Equity Distribution - The company approved a share repurchase plan through centralized bidding, with a maximum repurchase price of 21 CNY per share and a total repurchase fund between 40 million CNY and 70 million CNY within a 12-month period [1]. - Shares in the repurchase account do not have voting rights or rights to profit distribution, thus will not participate in the current profit distribution and capital reserve increase [2]. Group 2: Approved Distribution Plan - The company will distribute a cash dividend of 2.50 CNY (including tax) for every 10 shares to all shareholders [2]. - Additionally, the company will increase capital reserves by distributing 3 shares for every 10 shares held by shareholders [2]. Group 3: Impact of the Distribution - The differentiated equity distribution will not include shares in the repurchase account, which will not participate in the distribution [4]. - The impact on the ex-rights and ex-dividend reference price is minimal, with an absolute value of impact below 1% [4]. Group 4: Verification Opinion - The sponsor institution believes that the differentiated equity distribution complies with relevant laws and regulations, and does not harm the interests of the company or all shareholders [5].
超卓航科: 上海市锦天城律师事务所关于湖北超卓航空科技股份有限公司差异化权益分派事项的法律意见书
Zheng Quan Zhi Xing· 2025-06-12 09:27
Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Hubei Chaozhuo Aviation Technology Co., Ltd.'s differentiated equity distribution plan for 2024 complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [6][7]. Group 1: Differentiated Equity Distribution - The differentiated equity distribution is based on the company's decision to repurchase shares using its own funds, with a total of 1,265,682 shares repurchased, accounting for 1.41% of the total share capital [4][5]. - The company plans to distribute a cash dividend of 3.40 RMB (including tax) for every 10 shares held, without any stock bonus or capital increase [5][6]. - The total distributable profit available for the parent company as of December 31, 2024, is 188.593 million RMB [5]. Group 2: Legal Compliance and Basis - The legal opinion is based on the review of relevant documents and the understanding of current laws, including the Company Law and Securities Law [2][3]. - The company has provided all necessary documents and confirmations to the law firm, ensuring their authenticity and completeness [2][3]. - The differentiated equity distribution plan is deemed to be in accordance with the Company Law, Securities Law, and other relevant regulations, with no adverse effects on the company or its shareholders [6][7].
大参林: 北京市金杜(广州)律师事务所关于大参林医药集团股份有限公司2024年度差异化权益分派之专项法律意见书
Zheng Quan Zhi Xing· 2025-06-11 10:28
北京市金杜(广州)律师事务所 关于大参林医药集团股份有限公司 专项法律意见书 致:大参林医药集团股份有限公司 北京市金杜(广州)律师事务所(以下简称本所)受大参林医药集团股份 有限公司(以下简称公司)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《监管指引第 7 号》)、《上 海证券交易所股票上市规则》等中华人民共和国境内(为本法律意见书之目的, 不包括中华人民共和国香港特别行政区、中华人民共和国澳门特别行政区和中 华人民共和国台湾地区)现行有效的法律、法规和规范性文件的规定以及《大 参林医药集团股份有限公司章程》,就公司 2024 年度利润分配所涉及的差异 化权益分派(以下简称本次差异化权益分派)相关事项,按照律师行业公认的 业务标准、道德规范和勤勉尽责精神,出具本法律意见书。 本法律意见书的出具已得到公司如下保证: 准确、完整和有效的,且一切足以影响本法律意见书的事实和文件均已向本所 披露,而无任何隐瞒或重大遗漏。 印件或 ...
九洲药业: 浙江天册律师事务所关于浙江九洲药业股份有限公司2024年度差异化权益分派事项的法律意见书
Zheng Quan Zhi Xing· 2025-06-11 10:28
Core Viewpoint - The legal opinion letter from Zhejiang Tiance Law Firm confirms the legality and compliance of Zhejiang Jiuzhou Pharmaceutical Co., Ltd.'s differentiated equity distribution plan for the year 2024, ensuring that the interests of the company and all shareholders are not harmed [6][10]. Group 1: Differentiated Equity Distribution - The differentiated equity distribution is necessitated by the company's share repurchase plan, which involves using self-owned funds to buy back shares for future employee incentive plans [6][7]. - As of May 22, 2025, the total share capital of the company is 895,235,828 shares, with 13,525,800 shares held in the repurchase account, which will not participate in the profit distribution [6][7]. - The company plans to distribute a cash dividend of 3.00 yuan (including tax) for every 10 shares, totaling 265,760,198.40 yuan (including tax) to shareholders, excluding the shares in the repurchase account [6][7]. Group 2: Legal Compliance and Verification - The law firm has conducted thorough verification of the documents and materials provided by the company, ensuring their authenticity and completeness, and has adhered to legal responsibilities and principles of diligence and good faith [2][3]. - The law firm emphasizes that the legal opinion is limited to legal issues related to the differentiated equity distribution and does not cover accounting or auditing matters [3][4]. - The law firm concludes that the differentiated equity distribution complies with relevant laws and regulations, including the Company Law and Securities Law, and does not harm the interests of the company or its shareholders [10].
麦澜德: 南京证券股份有限公司关于南京麦澜德医疗科技股份有限公司差异化权益分派事项的核查意见
Zheng Quan Zhi Xing· 2025-06-10 11:48
Core Viewpoint - The company, Nanjing Mairande Medical Technology Co., Ltd., is conducting a differentiated profit distribution plan, which includes a share buyback and a cash dividend distribution to shareholders [1][2][5]. Group 1: Share Buyback Plan - The company approved a share buyback plan on August 22, 2023, with a total fund of no less than RMB 20 million and no more than RMB 40 million, at a maximum price of RMB 50 per share [1]. - As of the date of the verification opinion, the company has repurchased 2,192,143 shares, accounting for 2.19% of the total share capital of 100 million shares [2][3]. Group 2: Profit Distribution Plan - The company plans to distribute a cash dividend of RMB 4.00 per 10 shares (including tax) to shareholders, with the total number of shares participating in the distribution being 97,807,857 shares after excluding the repurchased shares [2][4]. - The total cash dividend to be distributed amounts to RMB 39,123,142.80 (including tax) [3][4]. Group 3: Impact on Share Price - The reference price for ex-dividend trading is calculated based on the previous closing price minus the cash dividend, resulting in an ex-dividend reference price of approximately RMB 28.32 per share [4]. - The impact of the differentiated distribution on the ex-dividend reference price is minimal, with an absolute value change of less than 1% [4]. Group 4: Compliance and Verification - The sponsor institution, Nanjing Securities Co., Ltd., confirms that the differentiated profit distribution plan complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [5].
金发科技: 广东南国德赛律师事务所关于金发科技股份有限公司差异化权益分派事项的法律意见书
Zheng Quan Zhi Xing· 2025-06-10 11:26
Core Viewpoint - The legal opinion letter issued by Guangdong Nanguo Desai Law Firm confirms that the differentiated equity distribution plan of Jinfat Technology Co., Ltd. complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [1][6]. Group 1: Differentiated Equity Distribution - The company plans to distribute a cash dividend of RMB 0.10 per share (tax included) to all shareholders based on the total share capital after deducting shares in the repurchase account [3][5]. - As of May 26, 2025, the total share capital of the company is 2,636,612,697 shares, with 61,979,417 shares in the repurchase account, resulting in 2,574,633,280 shares eligible for distribution [5][6]. - The company will not conduct capital reserve transfers or issue bonus shares this year [5][6]. Group 2: Legal Compliance and Verification - The law firm has conducted thorough verification and guarantees that the legal opinion letter does not contain false records, misleading statements, or significant omissions [2][4]. - The differentiated equity distribution is based on the provisions of the Company Law, Securities Law, and relevant regulations, ensuring that shares in the repurchase account do not enjoy rights such as voting, profit distribution, or capital increase [4][6]. - The law firm concludes that the differentiated equity distribution plan aligns with the company's articles of association and relevant legal frameworks [6].
圆通速递: 北京金杜(杭州)律师事务所关于圆通速递股份有限公司2024年度差异化权益分派之专项法律意见书
Zheng Quan Zhi Xing· 2025-06-10 10:51
Core Viewpoint - The legal opinion letter confirms that YTO Express Co., Ltd.'s differentiated equity distribution plan for the year 2024 complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [5]. Group 1: Differentiated Equity Distribution - The differentiated equity distribution is necessitated by the company's share repurchase plan, which resulted in a discrepancy between the total share capital and the shares eligible for distribution [4]. - The company plans to distribute cash dividends to all shareholders based on the total share capital minus the shares held in the repurchase account, with a proposed distribution of cash dividends of 0.36 yuan per share [4][5]. - The total share capital as of May 26, 2025, is reported to be 3,446,753,438 shares, after deducting the repurchased shares [4]. Group 2: Legal Compliance and Verification - The law firm asserts that the legal opinion is based on accurate and complete information provided by the company, and it has conducted thorough verification to ensure the facts are true and lawful [2][3]. - The opinion letter states that the differentiated equity distribution meets the criteria of not distributing profits to repurchased shares and that the impact on the reference price for ex-rights and ex-dividends is negligible, being less than 1% [5]. - The legal opinion is intended solely for the purpose of the differentiated equity distribution and cannot be used for any other purpose [3].
伯特利: 中国国际金融股份有限公司关于芜湖伯特利汽车安全系统股份有限公司2024年度差异化权益分派特殊除权除息事项的核查意见
Zheng Quan Zhi Xing· 2025-06-10 10:39
Summary of Key Points Core Viewpoint - The company, Wuhu Berteli Automotive Safety Systems Co., Ltd., is planning a differentiated equity distribution for the fiscal year 2024, proposing a cash dividend of 0.35 RMB per share to all shareholders, which represents 17.51% of the net profit attributable to shareholders [1][3]. Group 1: Equity Distribution Plan - The total share capital of the company is 606,510,820 shares, with 1,800,000 shares in the repurchase account not participating in the distribution, resulting in 604,710,820 shares eligible for the dividend [1][2]. - The total cash dividend distribution amounts to 211,648,787 RMB, which is 17.51% of the net profit attributable to shareholders of 1,208,851,302.79 RMB for the year [1][3]. Group 2: Special Ex-Dividend Treatment - The company plans to maintain the per-share distribution ratio unchanged despite potential changes in total share capital due to convertible bonds, share buybacks, or other corporate actions [2]. - The reference price for ex-dividend trading is calculated based on the formula: (previous closing price - cash dividend) + (new share price × change in circulating shares) / (1 + change in circulating shares) [2][3]. Group 3: Impact on Share Price - The closing price on the day before the issuance of the review opinion was 56.40 RMB per share, leading to an ex-dividend reference price of approximately 56.05 RMB per share after accounting for the cash dividend [3][4]. - The impact of the differentiated equity distribution on the ex-dividend reference price is minimal, with an absolute value change of less than 1% [4]. Group 4: Compliance and Verification - The sponsoring institution, China International Capital Corporation, confirms that the differentiated equity distribution complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [4].
李子园: 东方证券股份有限公司关于浙江李子园食品股份有限公司差异化权益分派特殊除权除息事项的核查意见
Zheng Quan Zhi Xing· 2025-06-09 13:19
Core Viewpoint - The company, Zhejiang Liziyuan Food Co., Ltd., is implementing a differentiated equity distribution plan due to its share repurchase program, which will affect the profit distribution to shareholders [2][3][7]. Group 1: Reasons for Differentiated Equity Distribution - The company approved a share repurchase plan on October 9, 2023, with a budget between RMB 1.5 billion and RMB 3 billion, aimed at employee stock ownership plans or equity incentives [2][3]. - As of the date of the report, the company has repurchased 13,762,962 shares, representing 3.50% of its total share capital [2][3]. Group 2: Details of the Differentiated Equity Distribution Plan - The profit distribution plan proposes a cash dividend of RMB 5.00 per 10 shares (including tax) for shareholders, excluding shares held in the repurchase account [3][4]. - The total number of shares eligible for distribution is 387,487,574, after excluding the repurchased shares [4][5]. Group 3: Special Ex-Dividend Treatment - The basis for the special ex-dividend treatment is that shares in the repurchase account do not participate in profit distribution or have voting rights [3][6]. - The proposed cash dividend per share is RMB 0.50 (including tax), with the ex-dividend reference price calculated based on the previous closing price minus the cash dividend [6][7]. Group 4: Compliance and Verification - The company commits to not undertake actions that could alter the total share capital or the number of shares in the repurchase account during the equity distribution process [7]. - The sponsoring institution has verified that the differentiated equity distribution complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [7].