Workflow
恒帅股份: 上海国瓴律师事务所关于宁波恒帅股份有限公司向不特定对象发行可转换公司债券并在深圳证券交易所上市之法律意见书

Core Viewpoint - Ningbo Hengshuai Co., Ltd. is planning to issue convertible bonds to unspecified objects and list them on the Shenzhen Stock Exchange, with legal opinions provided by Shanghai Guoling Law Firm confirming the legality and compliance of the issuance process [1][2][23]. Group 1: Issuance Approval and Authorization - The company held its second board meeting on April 10, 2023, and the annual general meeting on May 4, 2023, where several resolutions regarding the issuance of convertible bonds were approved [9]. - Subsequent board meetings in 2023 and 2024 involved adjustments to the issuance plan, all within the authorization scope of the shareholders' meeting [10][11][12]. Group 2: Legal Compliance and Conditions - The issuance complies with the relevant laws, including the Company Law and Securities Law, and has received approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [13][23]. - The company has confirmed that it meets the substantive conditions for issuance, including having sufficient average distributable profits to cover the interest on the bonds [14][20]. Group 3: Financial Health and Risk Assessment - The company’s debt ratio as of the end of 2022, 2023, and 2024 was reported at 22.17%, 22.61%, and 18.57% respectively, indicating a reasonable level of financial health [20]. - The net cash flow from operating activities for the years 2022, 2023, and 2024 was reported as 158.40 million, 255.91 million, and 230.12 million respectively, demonstrating a stable cash flow situation [20]. Group 4: Use of Proceeds - The net proceeds from the bond issuance will be allocated to specific projects, including the establishment of a new automotive parts production base in Thailand and the expansion of existing facilities [14][19].