Huatai United Securities Co., Ltd
About Jiangsu Feymer Technology Co.Ltd(688350)
Verification opinions on differentiated dividends
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” and “sponsor”) as the sponsor of Jiangsu Feymer Technology Co.Ltd(688350) (hereinafter referred to as ” Jiangsu Feymer Technology Co.Ltd(688350) ” and “company”) initial public offering and listing on the science and innovation board, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other relevant provisions have carefully verified the differentiated dividends involved in the profit distribution of Jiangsu Feymer Technology Co.Ltd(688350) 2021 (hereinafter referred to as “this differentiated dividend”), and the specific circumstances are as follows:
1、 Reasons for this differentiated dividend
On February 14, 2022, the 14th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on repurchase of shares of the company by means of centralized bidding transaction, and agreed that the company would repurchase part of the issued RMB common shares (A shares) of the company by means of centralized bidding transaction with its own funds through the trading system of Shanghai Stock Exchange. All the shares repurchased will be used for ESOP or equity incentive at an appropriate time in the future. The repurchase price shall not exceed 25.00 yuan / share (inclusive), and the total repurchase fund shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive).
As of April 14, 2022, the Company repurchased 1 Bank Of Shanghai Co.Ltd(601229) shares through the trading system of Shanghai stock exchange through centralized bidding, accounting for 1.31% of the company’s total share capital of 122150000 shares. From April 15, 2022 to the date of issuance of this verification opinion, the company did not repurchase shares.
In accordance with the company law, the securities law, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other relevant laws and regulations, normative documents and the articles of association, the shares repurchased by the above companies will not participate in profit distribution. Therefore, the company’s profit distribution in 2021 will implement differentiated dividends.
2、 This differentiated dividend scheme
According to the proposal on the company’s 2021 annual profit distribution plan deliberated and adopted at the Jiangsu Feymer Technology Co.Ltd(688350) 2021 annual general meeting of shareholders, the company plans to distribute profits based on the total share capital registered on the equity registration date of the equity distribution plan minus the shares in the company’s special securities repurchase account, and distribute cash dividends of 4.10 yuan (including tax) for every 10 shares. The shares in the special securities account repurchased by the company will not participate in the profit distribution of the company.
3、 Calculation basis of this differentiated dividend
The company plans to distribute profits based on the total share capital registered on the equity registration date of equity distribution in 2021 minus the shares in the company’s special securities repurchase account.
As of the date of issuance of this verification opinion, the total share capital of the company is 122150000 shares. After deducting 1 Bank Of Shanghai Co.Ltd(601229) shares repurchased, the number of shares actually participating in the distribution this time is 120548771 shares. The company applies to calculate the ex rights and ex interest opening reference price according to the following formula:
Ex right (interest) reference price = (previous closing price – cash dividend) ÷ (1 + change proportion of circulating shares). According to the profit distribution plan adopted by the company’s 2021 annual general meeting, the company will only distribute cash dividends this time, and will not send bonus shares or convert capital reserve into share capital. Therefore, the company’s tradable shares will not change, and the change proportion of tradable shares = (total share capital participating in distribution) × Transfer ratio of actual distribution) ÷ total share capital = 0.
Cash dividend of virtual distribution = (total share capital participating in distribution) × Cash dividend per share actually distributed) ÷ total share capital = (120548771) × 0.41) ÷ 122150000 ≈ 0.4046 yuan / share.
Based on the closing price of the company’s shares of 18.38 yuan / share on April 15, 2022, the trading day before the issuance of this verification opinion:
The ex right and ex dividend reference price calculated according to the virtual distribution is (18.38-0.4046) ÷ (1 + 0) = 179754 yuan / share.
The ex right and ex dividend reference price calculated according to the actual distribution is (18.38-0.41) ÷ (1 + 0) = 17.97 yuan / share.
Ex right and ex dividend reference price impact = | ex right and ex dividend reference price calculated according to actual distribution – ex right and ex dividend reference price calculated according to virtual distribution | ex right and ex dividend reference price calculated according to actual distribution | 17.97-179754 | 17.97 = 0.0301%, less than 1%.
Therefore, the absolute value of the impact of whether the shares repurchased by the company participate in dividends on the ex right and ex dividend reference price is less than 1%.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that this differentiated dividend of the company complies with the provisions of the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – share repurchase and other relevant laws and regulations, as well as the articles of association, and there is no situation that damages the interests of the listed company and all shareholders. (there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Jiangsu Feymer Technology Co.Ltd(688350) differentiated dividends)
Sponsor representative:
Cai Fuxiang, Shi Rui
Huatai United Securities Co., Ltd
