China Securities Co.Ltd(601066)
About Zhejiang Hisun Pharmaceutical Co.Ltd(600267)
Verification opinions on differentiated dividends
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) “, “independent financial consultant”) as an independent financial consultant and continuous supervision organization for Zhejiang Hisun Pharmaceutical Co.Ltd(600267) (hereinafter referred to as ” Zhejiang Hisun Pharmaceutical Co.Ltd(600267) ,” company “,” listed company “) to issue shares, convertible bonds, pay cash to purchase assets, raise supporting funds and related party transactions, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China According to the relevant provisions of relevant laws, administrative regulations, departmental rules and other normative documents, such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – share repurchase, carefully checked the matters related to the differentiated dividend involved in the profit distribution of 6 Dongjiang Environmental Company Limited(002672) 021 (hereinafter referred to as “this differentiated dividend”), and issued the following verification opinions: I. reasons for this differentiated dividend
The company held the 34th meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors on October 29, 2021, deliberated and adopted the proposal on repurchase of shares of the company through centralized bidding transaction, and agreed that the company would repurchase shares of the company through centralized bidding transaction with its own funds for the subsequent implementation of the employee stock ownership plan, The total amount of funds repurchased shall not be less than RMB 100 million and not more than RMB 195 million (both inclusive), and the price of repurchased shares shall not exceed RMB 13 / share (inclusive).
As of May 5, 2022, the company has repurchased 10621459 shares, accounting for 0.8861% of the total share capital of the company. The highest purchase price is 12.99 yuan / share, the lowest price is 9.896 yuan / share, and the total amount paid is 12808371991 yuan (excluding transaction costs). 2、 This differentiated dividend scheme
After deliberation at the 40th meeting of the 8th board of directors and the 25th meeting of the 8th board of supervisors, the company plans to distribute profits in 2021 based on the total share capital registered on the date of equity distribution minus the number of shares in the company’s repurchase special securities account, and plans to distribute cash of 1.4 yuan (including tax) to all shareholders for every 10 shares. The above profit distribution plan has been deliberated and approved by the 2021 annual general meeting of shareholders.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – share repurchase and other relevant laws, administrative regulations, departmental rules and other normative documents, as well as the relevant provisions of the articles of association, the shares repurchased by the above companies do not enjoy the voting rights of the general meeting of shareholders, profit distribution, conversion of provident fund into share capital Rights to subscribe for new shares and allotment of shares. Therefore, the company’s profit distribution in 2021 will implement differentiated dividends. 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 the implementation of the equity distribution plan minus the shares in the company’s special securities repurchase account.
As of May 5, 2022, the total share capital of the company was 1198657562 shares, 10621459 shares repurchased did not participate in this distribution, and the actual number of share capital participating in this distribution was 1188036103 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 only pays cash dividends this time, and has no capital reserve to increase share capital and bonus shares. Therefore, the company’s tradable shares will not change, and the change proportion of tradable shares is 0.
Cash dividend of virtual distribution = (total share capital participating in distribution) × Cash dividend per share actually distributed) ÷ total share capital = 1188036103 × 0.141198657562 ≈ 0.1388 yuan / share.
Based on the closing price of the company’s shares of 11.51 yuan / share on May 5, 2022 before the issuance of this verification opinion. Ex right and ex dividend reference price calculated according to virtual distribution: (11.51-0.1388) ÷ (1 + 0) = 113712 yuan / share.
The ex right and ex dividend reference price calculated according to the actual distribution: (11.51-0.14) ÷ (1 + 0) = 11.37 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 = | 11.37-113712 | / 11.37 ≈ 0.01%, less than 1%.
Therefore, based on the closing price of the company on May 5, 2022, the absolute value of the impact of differentiated equity on the ex right and ex dividend reference price is less than 1%, and the impact is small. 4、 Verification opinions of financial advisor
Upon verification, China Securities Co.Ltd(601066) Securities believes that Zhejiang Hisun Pharmaceutical Co.Ltd(600267) this differentiated dividend does not violate the company law, the securities law and other relevant laws and regulations, normative documents and the articles of association, and does not damage the interests of the listed company and all shareholders.
(no text below)
2022 5 6
