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国电南瑞: 上海东方华银律师事务所关于国电南瑞科技股份有限公司差异化分红之法律意见书
Zheng Quan Zhi Xing· 2025-06-22 08:30
Core Viewpoint - The legal opinion letter from Shanghai Dongfang Huayin Law Firm confirms that the differentiated dividend distribution plan proposed by Guodian Nari 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: Reasons for Differentiated Dividend - On October 19, 2023, the company approved a plan to repurchase A-shares using self-owned funds between RMB 5 billion and RMB 10 billion, with a maximum repurchase price of RMB 34.05 per share, to be completed within 12 months [3][4]. - As of May 31, 2025, the company had repurchased 7,882,583 shares, accounting for 0.098% of the total share capital [3][4]. - The shares held in the repurchase account do not participate in profit distribution, leading to a difference in the total share capital for the dividend distribution [4]. Group 2: Differentiated Dividend Plan - The company plans to distribute a cash dividend of RMB 0.435 per share (tax included) to all shareholders, excluding the shares held in the repurchase account [4][5]. - The actual participating share capital for the dividend distribution is calculated to be 8,001,351,712 shares after excluding the repurchased shares [5][6]. Group 3: Calculation Basis for Differentiated Dividend - The closing price of the company's stock on June 5, 2025, was RMB 22.11 per share, with the total share capital before the dividend distribution being 8,032,088,259 shares [5][6]. - The impact of the repurchased shares on the ex-dividend reference price is minimal, calculated to be less than 1% [6]. Group 4: Conclusion - The legal opinion concludes that the differentiated dividend distribution plan is in accordance with the Company Law, Securities Law, and other relevant regulations, ensuring the protection of the interests of the company and its shareholders [6].