Weigao Orthopedics: Shandong Weigao Orthopedic Materials Co., Ltd. announced the implementation of equity distribution in the third quarter of 2024
DATE:  Dec 06 2024

Securities code: 688161 Securities abbreviation: Weigao Orthopedics Announcement No.: 2024-054

Shandong Weigao Orthopedic Materials Co., Ltd. equity distribution in the third quarter of 2024

Shi announcement

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of the announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Whether it involves the transfer of differentiated dividends: Yes

Proportion of distribution per share

Cash dividend per share was $0.05

Relevant dates

Record date: Ex-rights (interest) date, cash dividend payment date

2024/12/11 2024/12/12 2024/12/12

1. The session and date of the general meeting of shareholders for the approval of the distribution plan

The Board of Directors was authorized by the Company's 2023 Annual General Meeting of Shareholders held on April 29, 2024 to make a significant decision on the Company's Profit

Under the conditions of distribution, a specific plan for the 2024 interim dividend was formulated, and the company announced on October 29, 2024

The twelfth meeting of the third board of directors was held to review and approve the profit distribution plan.

On October 31, 2024, the company has released the "Shandong Weigao Orthopedic Materials" for this profit distribution plan

Announcement of the Company Limited by Shares on the Second Interim Dividend in 2024.

2. Distribution plan

1. Payment year: Q3 2024

2. Assignment Target:

All shareholders of the Company registered with China Securities Depository and Clearing Corporation Shanghai Branch (hereinafter referred to as "ChinaClear Shanghai Branch") after the close of the Shanghai Stock Exchange on the afternoon of the share registration day.

(Except for the special securities account for repurchase of Shandong Weigao Orthopedic Materials Co., Ltd.)

In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 7 - Repurchase of Shares 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 in the company's repurchase special securities account do not enjoy the right to vote at the general meeting of shareholders, profit distribution, conversion of provident fund to share capital, subscription of new shares, etc.

3. Differentiated dividend transfer plan:

(1) Differentiated dividend plan

According to the "About Authorizing the Board of Directors to Conduct the 2024 Annual Meeting" deliberated and approved by the Company's 2023 Annual General Meeting of Shareholders

Proposal for Interim Dividends", the board of directors shall formulate a specific plan for interim dividends in 2024 according to the situation at that time under the condition of meeting the prerequisites and the upper limit of the amount, and the interim dividends for 2024 can be carried out after being deliberated and approved by more than two-thirds of the directors of the board of directors, and the authorization period shall be from the date of deliberation and approval of this proposal by the company's 2023 annual general meeting of shareholders to the date of the company's 2024 annual general meeting of shareholders.

According to the twelfth meeting of the third board of directors of the company held on October 29, 2024, this interim division

Hong's specific plan is: "The company's consolidated net profit attributable to shareholders of listed companies in the third quarter of 2024 is 71,163,281.09 yuan, the cumulative undistributed net profit is 2,076,090,901.10 yuan, and the net cash flow from operating activities in the third quarter of 2024 is 45,115,226.42 yuan, which can meet the needs of the company's normal operation and sustainable development, and meet the prerequisites for the interim dividend in the third quarter approved by the general meeting of shareholders." Up to now, the total share capital of the company is 400,000,000 shares, and after deducting the number of shares in the company's repurchase special securities account of 2,713,876 shares, the remaining share capital is 397,286,124 shares. The company intends to distribute a cash dividend of 0.50 yuan (tax included) to all shareholders (excluding the company's repurchase account for repurchased shares) for every 10 shares based on the above-mentioned remaining share capital, and a total cash dividend of 19,864,306.20 yuan to shareholders, accounting for about 27.91% of the consolidated net profit attributable to shareholders of the company in the third quarter of 2024, which does not exceed the authorized upper limit. This dividend will not be converted into capital reserve to increase share capital, and no bonus shares will be given. ”

(2) The basis for calculating the differentiated dividends and ex-rights and dividends

In accordance with the relevant regulations of the Shanghai Stock Exchange, the company calculates the opening reference price of ex-rights and ex-dividends according to the following formula:

Ex-rights (interest) reference price = (previous closing price - cash dividend) ÷ (1 + change ratio of outstanding shares)

Cash dividends distributed in virtual distribution = (total amount of share capital involved in distribution ×cash dividend per share actually distributed) ÷ total share capital

Proportion of change in outstanding shares of fictitious distribution = (total share capital participating in distribution × carry-over ratio of actual distribution)

÷ total share capital

Ex-dividend reference price impact = |Ex-rights and ex-dividend reference price calculated based on actual distributions - Ex-rights and ex-dividend reference price calculated based on virtual distribution|÷ ex-rights and ex-dividend reference price calculated based on actual distributions

Since the company's dividend is a differentiated dividend, the above-mentioned cash dividend refers to the actual distribution based on the total share capital

Thin adjusted cash dividend per share. According to the third session of the Board of Directors of the Company held on October 29, 2024

The 12th meeting deliberated and passed the relevant proposals, the company's interim dividend only for cash dividends, not for capital reserve to increase share capital, not to give bonus shares. As a result, there will be no change in the outstanding shares of the company, and the percentage of outstanding shares will change at 0.

Cash dividend of fictitious distribution = (total amount of share capital participating in distribution × actual cash dividend per share) ÷ total share capital = (397,286,124×0.05) ÷ 400,000,000≈0.04966 yuan per share.

To sum up, the reference price of the equity distribution ex-rights (interest) = (closing price on the equity record date - 0.04966) ÷ (1+0). 3. Relevant Dates

Record date: Ex-rights (interest) date, cash dividend payment date

2024/12/11 2024/12/12 2024/12/12

Fourth, the distribution of implementation measures

1. Implementation Measures

(1) The dividends of the tradable shares under unrestricted conditions shall be distributed to the shareholders registered after the close of the Shanghai Stock Exchange on the equity registration date and the designated transactions of each member of the Shanghai Stock Exchange through its fund clearing system. Investors who have completed the designated transactions can receive cash dividends at their designated securities business offices on the dividend payment date, and the dividends of shareholders who have not completed the designated transactions will be temporarily kept by ChinaClear Shanghai Branch and will be distributed after the designated transactions are completed.

(2) The shares in the company's repurchase special securities account do not participate in this equity distribution.

2. Self-issuance of objects

Shandong Weigao Group Medical Polymer Products Co., Ltd., Weigao International Medical Co., Ltd., Weigao Group Co., Ltd., Weihai Hongyangrui Information Technology Center (Limited Partnership)

3. Tax deduction instructions

(1) For natural person shareholders and securities investment funds holding the company's unrestricted tradable shares, in accordance with the relevant provisions of the Notice of the Ministry of Finance, the State Administration of Taxation and the CSRC on Issues Concerning the Implementation of the Differentiated Individual Income Tax Policy on Dividends and Dividends of Listed Companies (Cai Shui [2012] No. 85) and the Notice of the Ministry of Finance and the State Administration of Taxation and the CSRC on Issues Concerning the Differentiated Individual Income Tax Policy on Dividends and Dividends of Listed Companies (Cai Shui [2015] No. 101), If an individual (including securities investment fund) obtains shares of a listed company from the public offering and transfer market, and the holding period (refers to the holding time from the date of acquisition of the company's shares in the public offering and transfer market to the day before the date of transfer and delivery of the shares) exceeds 1 year, the dividend income from the dividend income is temporarily exempted from individual income tax, and the actual distribution per share is found

Gold Dividend RMB 0.05; If the holding period is less than 1 year (including 1 year), the dividend company will pay the dividend temporarily

No individual income tax is withheld, the actual cash dividend per share is RMB 0.05, when an individual (including securities investment fund) transfers shares, ChinaClear Shanghai Branch calculates the tax payable according to the holding period, and the securities company and other share custodians will deduct and transfer it to ChinaClear Shanghai Branch, which will transfer the tax to the company within 5 working days of the following month, and the company will declare and pay to the competent tax authority within the statutory reporting period of the month in which the tax is received. The specific actual tax burden is as follows: if the shareholder's holding period is less than 1 month (including 1 month), the full amount of its dividend income will be included in the taxable income, and the tax rate of 20% shall be applied to the individual office

tax, the actual tax burden is 20%; If the holding period is more than 1 month to 1 year (including 1 year), the dividend will be divided

50% of the profit income is included in the taxable income, and the individual income tax is levied at a rate of 20%, and the actual tax burden is 10%; If the shareholding period exceeds 1 year, the dividend income is temporarily exempted from individual income tax.

(2) For natural person shareholders and securities investment funds holding the company's restricted tradable shares, according to the relevant provisions of the Notice of the Ministry of Finance and the State Administration of Taxation and the Securities Regulatory Commission on Issues Concerning the Implementation of the Differentiated Individual Income Tax Policy on Dividends and Dividends of Listed Companies (CS [2012] No. 85), the dividends and dividends obtained after the lifting of the ban shall be calculated and taxed in accordance with the provisions of item (1) above, and the holding time shall be calculated from the date of lifting the ban; The dividends and dividends obtained before the lifting of the ban will be temporarily reduced by 50% and included in the taxable income, and the individual income tax rate of 20% shall be applied, the actual tax burden shall be 10%, and the actual cash dividend per share after tax shall be RMB 0.045.

(3) For non-resident enterprises holding the company's tradable shares with limited sale conditions, in accordance with the provisions of the Enterprise Income Tax Law of the People's Republic of China and the Regulations for the Implementation of the Enterprise Income Tax Law of the People's Republic of China, the enterprise income tax will be levied at a reduced rate of 10%, and the actual cash dividend per share after tax will be RMB 0.045. If the relevant shareholders believe that they need to enjoy tax treaty (arrangement) treatment or other preferential tax policies for their dividends and bonus income, they may apply to the in-charge tax authorities on their own in accordance with the regulations.

(4) For Qualified Foreign Institutional Investors (QFIIs), according to the Notice of the State Administration of Taxation on Issues Concerning the Withholding and Payment of Enterprise Income Tax on Dividends, Bonuses and Interest Paid by Chinese Resident Enterprises to QFIIs (Guo Shui Han [2009] No. 47), the dividends and bonuses distributed by the QFII shall be withheld and paid by the Company at 10%, and the actual cash dividend per share after tax deduction shall be RMB0.045. If the relevant shareholders believe that they need to enjoy tax treaty (arrangement) treatment or other preferential tax policies for their dividends and bonus income, they may apply to the in-charge tax authorities on their own in accordance with the regulations.

(5) For investors (including enterprises and individuals) in the Hong Kong market who hold the company's shares through "Shanghai-Hong Kong Stock Connect", their dividends will be distributed by the company in RMB to the nominee holder of the shares, "Hong Kong Securities Clearing Company Limited". According to the Notice of the Ministry of Finance and the State Administration of Taxation and the China Securities Regulatory Commission on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect Mechanism (Cai Shui [2014] No. 81), the dividend will be withheld and paid by the Company at a rate of 10%, and the actual cash dividend per share after tax will be RMB0.045. If the relevant shareholders consider that the dividends and dividends they receive need to enjoy any tax treaty (arrangement) treatment or other preferential tax policies, they may apply to the in-charge tax authorities on their own in accordance with the regulations.

(6) For other institutional investors and corporate shareholders holding shares of the Company, the Company will not withhold and pay the enterprise income tax, and the cash dividend income tax shall be declared and paid by the taxpayers in accordance with the provisions of the tax law, and the actual cash dividend distributed by the Company shall be RMB 0.05 per share before tax.

5. Relevant consultation methods

If you have any questions about this equity distribution, you can contact the company for consultation:

Contact Department: Office of the Securities Affairs Department

Contact number: 0631-5788909

The announcement is hereby made.

Board of Directors of Shandong Weigao Orthopedic Materials Co., Ltd

December 6, 2024

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