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可川科技: 上海市锦天城律师事务所关于苏州可川电子科技股份有限公司向不特定对象发行可转换公司债券的法律意见书

Core Viewpoint - Suzhou Kewan Technology Co., Ltd. is set to issue convertible corporate bonds to unspecified objects, with legal opinions provided by Shanghai Jintiancheng Law Firm confirming the legality and compliance of the issuance process [1][2][5]. Group 1: Issuance Approval and Authorization - The company held its third board meeting on February 17, 2025, approving the issuance proposal, which was subsequently submitted to the second extraordinary general meeting of shareholders for voting [8][9]. - The extraordinary general meeting on March 6, 2025, approved the issuance proposal, and the results were disclosed on March 7, 2025 [9]. Group 2: Company Qualifications - Suzhou Kewan Technology Co., Ltd. is a legally established joint-stock company with a registered capital of 134.848 million yuan and has been operational since March 15, 2012 [10][11]. - The company is publicly listed on the Shanghai Stock Exchange, with its stock trading under the name "Kewan Technology" and the code "603052" since October 11, 2022 [12]. Group 3: Substantial Conditions for Issuance - The issuance complies with the substantive conditions outlined in the Company Law, Securities Law, and Registration Management Measures, including the requirement for sufficient distributable profits to cover bond interest [12][13]. - The funds raised will be allocated to the lithium battery new composite materials project, adhering to regulatory requirements [13][16]. Group 4: Independence of the Company - The company possesses complete assets, including land use rights, trademarks, and patents, ensuring operational independence from its controlling shareholders [19][20]. - The management team operates independently, with no overlapping roles in the controlling entities, ensuring a clear separation of operations [19][20]. Group 5: Major Shareholders and Control - The major shareholders include Zhu Chunhua and Shi Huiqing, who collectively hold 69.62% of the company's shares, establishing them as the controlling shareholders [22][23]. - The shareholders have signed agreements to maintain consistent decision-making on significant company matters [22]. Group 6: Business Operations - The company specializes in the design, research, production, and sales of functional components, with a robust operational framework in place [24]. - The company has maintained its primary business focus without significant changes over the past three years [24].