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复星医药: 复星医药:国浩律师(上海)事务所关于上海复星医药(集团)股份有限公司实施差异化权益分派之法律意见书
Zheng Quan Zhi Xing· 2025-07-24 16:33
致:上海复星医药(集团)股份有限公司 国浩律师(上海)事务所(以下简称"本所")接受上海复星医药(集团) 股份有限公司(以下简称"复星医药"或"公司")的委托,就公司 2024 年度 实施差异化权益分派(以下简称"本次差异化分派")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,开展核查工作,出具本法律意见书。 国浩律师(上海)事务所 法律意见书 国浩律师(上海)事务所 关于上海复星医药(集团)股份有限公司 实施差异化权益分派之 法律意见书 第一节 引言 本所律师依据本法律意见书出具日以前已发生或存在的事实和中国现行法 律、法规和中国证券监督管理委员会的有关规定发表法律意见,并声明如下: (一)本所及本所律师依据《中华人民共和国证券法》《律师事务所从事证 券法律业务管理办法》和《律师事务所证券法律业务执业规则(试行)》等规定 及本法律意见书出具日以前已经发生或者存在的事实,严格履行了法定职责, 遵循了勤勉尽责和诚实信用原则,进行了充分的核查验证,保证本法律意见书 所认定的事实真实、准确、完整,所发表的结论性意见合法、准确,不存在虚 假记载、误导性陈述或者重大遗漏,并承担相应法律责任; (二)公司保 ...
中曼石油: 君合律师事务所上海分所关于中曼石油天然气集团股份有限公司2024年度差异化权益分派相关事宜之法律意见书
Zheng Quan Zhi Xing· 2025-07-23 16:14
Core Viewpoint - The legal opinion letter addresses the differentiated equity distribution and special ex-rights and ex-dividend treatment for Zhongman Petroleum and Natural Gas Group Co., Ltd. for the year 2024, ensuring compliance with relevant Chinese laws and regulations [1][4][8]. Group 1: Background of Share Buybacks - In June 2022, Zhongman Petroleum approved a share buyback plan, allowing the repurchase of 5 to 8 million shares at a maximum price of RMB 23.00 per share [4][5]. - By October 26, 2022, the company had repurchased 5,457,900 shares at prices ranging from RMB 21.12 to RMB 22.86, totaling approximately RMB 119.99 million [5]. - In October 2023, a new buyback plan was approved, allowing the repurchase of 1.5 to 3 million shares at a maximum price of RMB 30.95 per share [6]. Group 2: Differentiated Equity Distribution Plan - The differentiated equity distribution plan is necessitated by the discrepancy between the total share capital and the actual shares participating in the distribution due to the buyback [8]. - The proposed cash dividend for 2024 is RMB 3.00 per 10 shares, with adjustments based on the number of shares held in the buyback account [8][9]. - As of July 3, 2025, the total share capital is 462,338,461 shares, with 3,994,300 shares in the buyback account, resulting in 458,344,161 shares eligible for distribution [9]. Group 3: Calculation of Ex-rights and Ex-dividend Reference Price - The ex-rights and ex-dividend reference price is calculated as (previous closing price - cash dividend) / (1 + change in circulating shares ratio), with the previous closing price being RMB 19.85 [9][10]. - The calculated reference price impact from the differentiated distribution is minimal, approximately 0.0133% [10]. - The legal opinion concludes that the differentiated equity distribution complies with relevant laws and does not harm the interests of the company or its shareholders [10].
华海诚科: 光大证券股份有限公司关于江苏华海诚科新材料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· 2025-07-20 08:22
Group 1 - The core point of the article is the verification opinion of Everbright Securities regarding Jiangsu Huahai Chengke New Materials Co., Ltd.'s differentiated equity distribution and special ex-rights and ex-dividend matters [1][6] - The reason for the differentiated dividend distribution is the company's plan to repurchase shares using its own funds and special loan funds, with a maximum repurchase price of RMB 50 million within 12 months [1][2] - The company plans to distribute a cash dividend of RMB 2.00 per 10 shares (including tax) to shareholders based on the total share capital after deducting shares in the repurchase account, resulting in a total cash dividend distribution of approximately RMB 16.06 million [2][3] Group 2 - The actual number of shares in the repurchase account increased from 391,455 to 460,567, leading to an adjustment in the cash dividend per share from RMB 0.20 to RMB 0.2002, with a total profit distribution amounting to approximately RMB 16.06 million [3][4] - The company will not change the number of circulating shares as the profit distribution only involves cash dividends and does not include capital reserve transfers or stock dividends, resulting in a circulating share change ratio of 0 [4][5] - The ex-rights and ex-dividend reference price is calculated based on the last closing price minus the actual cash dividend, resulting in a reference price of approximately RMB 81.1298 per share [5][6] Group 3 - The differentiated equity distribution meets the condition that the absolute impact on the ex-rights and ex-dividend reference price is less than 1% [6] - The verification opinion from the sponsor institution indicates that the differentiated dividend distribution complies with relevant laws and regulations, and does not harm the interests of the company and all shareholders [6]
中天科技: 北京市环球律师事务所上海分所关于江苏中天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· 2025-07-20 08:22
Group 1 - The legal opinion letter is issued by Beijing Global Law Firm Shanghai Branch regarding Jiangsu Zhongtian Technology Co., Ltd.'s differentiated equity distribution for the year 2024 [2][3] - The differentiated equity distribution is based on the company's total share capital of 3,412,949,652 shares, deducting the repurchased shares of 18,910,100, resulting in 3,394,039,552 shares eligible for profit distribution [6][7] - The company plans to distribute a cash dividend of 3.00 yuan (including tax) for every 10 shares held, with no stock bonus or capital reserve conversion [6][8] Group 2 - The company has approved a share repurchase plan with a total fund of no less than 50 million yuan and no more than 100 million yuan, aimed at implementing an employee stock ownership plan [4][5] - The repurchase of shares will be conducted through centralized bidding and is set to be completed within 12 months from the board's approval date [4][5] - The legal opinion confirms that the differentiated equity distribution complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [8]
龙江交通: 北京市康达律师事务所关于黑龙江交通发展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· 2025-07-17 16:25
Core Viewpoint - The legal opinion letter regarding the differentiated equity distribution of Heilongjiang Transportation Development Co., Ltd. confirms that the distribution plan complies with relevant laws and regulations, ensuring no harm to the company and all shareholders' interests [10]. Group 1: Background and Legal Framework - Heilongjiang Transportation Development Co., Ltd. commissioned a legal opinion based on the Company Law, Securities Law, and relevant regulations regarding the differentiated equity distribution for the 2024 profit allocation [2][4]. - The company held a board meeting on October 27, 2021, where it approved a share repurchase plan, allowing for the repurchase of up to 11 million shares within 12 months [5][6]. Group 2: Differentiated Equity Distribution Plan - As of June 30, 2025, the company repurchased a total of 10,408,656 shares, representing 0.79% of the total share capital, which affects the profit distribution base [6][7]. - The profit distribution plan states that for every 10 shares held, a cash dividend of 0.071 yuan will be distributed, based on the adjusted number of shares eligible for profit distribution [7][8]. Group 3: Calculation and Impact - The reference price for the ex-rights and ex-dividend calculation is determined by subtracting the cash dividend from the previous closing price, resulting in an adjusted price of approximately 3.439 yuan per share [8][9]. - The impact of the differentiated equity distribution on the reference price is minimal, with an absolute change of less than 1% [9]. Group 4: Conclusion - The legal opinion concludes that the differentiated equity distribution is in accordance with the Company Law, Securities Law, and other relevant regulations, ensuring the protection of shareholder interests [10].
欧派家居: 广东信达律师事务所关于欧派家居集团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· 2025-07-17 16:22
Core Viewpoint - The legal opinion issued by Guangdong Xinda Law Firm confirms that the differentiated equity distribution plan proposed by Oppein Home Group Co., Ltd. for the year 2024 complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [1][7]. Group 1: 2024 Annual Equity Distribution Plan - Oppein Home plans to distribute a cash dividend of 2.48 RMB per share (tax included) to all shareholders, based on the total share capital after deducting shares held in the company's repurchase account [2][3]. - The company will maintain the per-share distribution ratio even if there are changes in total share capital due to convertible bonds, share repurchases, or other significant asset restructuring [3]. Group 2: Reasons for Differentiated Dividend - The company has completed a share repurchase of 2,301,460 shares for a total amount of approximately 249.95 million RMB, in accordance with the previously disclosed repurchase plan [3][4]. - The repurchase was executed within the stipulated timeframe and adhered to the original plan without discrepancies [4]. Group 3: Calculation Basis for the Dividend - The reference price for ex-dividend trading is calculated based on the formula: (previous closing price - cash dividend) / (1 + change in circulating shares ratio) [5]. - The actual ex-dividend reference price is determined to be 53.40 RMB per share, with a minimal impact of 0.0187% on the reference price due to the differentiated dividend distribution [5]. Group 4: Conclusion - The legal opinion concludes that the differentiated dividend distribution aligns with the Company Law, Securities Law, and other relevant regulations, confirming that it does not harm the interests of the company or its shareholders [7].
富创精密: 中信证券股份有限公司关于沈阳富创精密设备股份有限公司差异化权益分派事项的核查意见
Zheng Quan Zhi Xing· 2025-07-10 16:09
Group 1 - The core point of the article is the differentiated equity distribution plan proposed by Shenyang Fuchuang Precision Equipment Co., Ltd., which involves a share buyback using excess funds and a cash dividend distribution to shareholders [1][2][5] - The company plans to repurchase shares at a price not exceeding RMB 120 per share, with a total repurchase amount between RMB 140 million and RMB 280 million within 12 months from the board's approval [1][2] - As of June 27, 2025, the company holds 1,666,183 shares in its repurchase account, which does not participate in profit distribution or capital reserve conversion [2][5] Group 2 - The company has approved a cash dividend of RMB 1.50 per 10 shares (including tax) for the fiscal year 2024, based on the total share capital minus the shares held in the repurchase account [2][3] - The calculation for the ex-dividend reference price is based on the formula that considers the previous closing price and the cash dividend, ensuring that the impact of the differentiated equity distribution on the reference price is less than 1% [3][4] - The actual ex-dividend reference price calculated is approximately RMB 52.1500 per share, with a negligible impact from the differentiated equity distribution [4][5] Group 3 - The sponsor, CITIC Securities, 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 [5]
奥翔药业: 北京海润天睿律师事务所关于浙江奥翔药业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· 2025-07-09 16:25
Core Viewpoint - The legal opinion letter from Beijing Hairun Tianwei Law Firm confirms that Zhejiang Aoxiang Pharmaceutical Co., Ltd.'s differentiated equity distribution complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [5]. Group 1: Reasons for Differentiated Equity Distribution - On January 24, 2025, the company’s board approved a plan to repurchase shares using its own and/or raised funds through centralized bidding, intending to use the repurchased shares for equity incentives and/or employee stock ownership plans [2][3]. - The total amount for the repurchase is set between RMB 50 million and RMB 100 million, with a maximum repurchase price of RMB 14 per share, and the repurchase period is 12 months from the board's approval date [3]. Group 2: Specifics of the Differentiated Equity Distribution Plan - The profit distribution plan involves a cash dividend of RMB 0.10 per share (including tax), totaling RMB 82,829,774.50 (including tax), based on a total share capital of 830,297,145 shares, excluding the repurchased shares [3]. - The total number of shares eligible for distribution is 828,297,745, and there will be no capital reserve conversion to share capital or bonus shares issued this year [3]. Group 3: Calculation Basis for the Differentiated Equity Distribution - The calculation for the ex-rights and ex-dividend reference price is based on the last closing price of RMB 8.74 per share, adjusted for the cash dividend [3]. - The impact on the ex-rights and ex-dividend reference price is calculated to be less than 1%, indicating a minimal effect on the stock price [4].
欧科亿: 湖南启元律师事务所关于株洲欧科亿数控精密刀具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· 2025-07-09 10:17
Group 1 - The legal opinion is issued regarding the differentiated equity distribution for the year 2024 by Zhuzhou Oke Yi CNC Precision Tool Co., Ltd. [1][2] - The company plans to use its own funds to repurchase shares through centralized bidding, with a total amount between RMB 30 million and RMB 60 million, within a period not exceeding 12 months [4][5]. - As of June 27, 2025, the company has repurchased 1,250,000 shares, accounting for 0.79% of the total share capital [4]. Group 2 - The proposed differentiated equity distribution plan includes a cash dividend of RMB 1.5 per 10 shares, with a total cash dividend amounting to RMB 23,629,756.20 [4][5]. - The total number of shares participating in the distribution is calculated by deducting the repurchased shares from the total share capital, resulting in 157,531,708 shares eligible for the dividend [5][6]. - The impact of the differentiated equity distribution on the reference price for ex-dividend is minimal, with an absolute value change of less than 1% [6]. Group 3 - The legal opinion concludes that the differentiated equity distribution complies with relevant laws and regulations, and does not harm the interests of the company or its shareholders [6]. - The legal opinion is valid upon signature and seal by the law firm, and is issued in three copies with equal legal effect [6].
南京新百: 江苏泰和律师事务所关于南京新百2024年度差异化权益分派特殊除权除息事项的专项法律意见书
Zheng Quan Zhi Xing· 2025-07-09 10:17
Core Viewpoint - The legal opinion letter from Jiangsu Taihe Law Firm confirms the legality and compliance of Nanjing Xinjiekou Department Store Co., Ltd.'s differentiated equity distribution for the 2024 profit distribution plan, ensuring it aligns with relevant laws and regulations [3][11]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws including the Company Law, Securities Law, and specific regulations regarding share repurchase and equity distribution [3][4]. - The law firm conducted thorough verification and due diligence to ensure the accuracy and completeness of the facts presented in the legal opinion [4][5]. - The opinion is strictly for the purpose of the differentiated equity distribution and cannot be used for other purposes without prior written consent from the law firm [4][5]. Group 2: Differentiated Equity Distribution Details - The reason for the differentiated equity distribution is linked to the company's share repurchase plan, which involved repurchasing 7,000,000 shares, accounting for 0.52% of the total share capital [5][6]. - The profit distribution plan for 2024 proposes a cash dividend of RMB 0.16 per 10 shares, totaling RMB 21,426,115.54 (including tax) to be distributed among shareholders [7][8]. - The actual number of shares participating in the distribution is 1,339,132,221 after excluding the repurchased shares [8]. Group 3: Calculation and Impact - The cash dividend per share is calculated to be approximately RMB 0.0159 based on the total shares participating in the distribution [8][9]. - The impact of the differentiated equity distribution on the ex-rights and ex-dividend reference price is minimal, calculated to be less than 1% [9][10]. - The legal opinion concludes that the differentiated equity distribution complies with all relevant regulations and does not harm the interests of the company or its shareholders [10][11].