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茂莱光学: 上海市锦天城律师事务所关于南京茂莱光学科技股份有限公司向不特定对象发行可转换公司债券的补充法律意见书(一)

Core Viewpoint - The document provides a supplementary legal opinion regarding Nanjing Maolai Optical Technology Co., Ltd.'s issuance of convertible bonds to unspecified objects, addressing inquiries from the Shanghai Stock Exchange and confirming the legality and compliance of the issuance process [2][3]. Group 1: Issuance Details - The issuance involves a project for "ultra-precision optical production processing" which aims to establish mass production capabilities for ultra-precision optical components and lenses [3][10]. - The "ultra-precision optical technology research center project" will create high-standard laboratories focusing on various technical research and improvements [3][10]. - Environmental impact assessments (EIA) for the projects are currently being processed [3][9]. Group 2: Environmental Compliance - The projects require the preparation of an Environmental Impact Report, as they fall under specific categories that necessitate such evaluations according to national regulations [9][10]. - The company has submitted the EIA report to the relevant authorities and is currently making adjustments based on preliminary review comments, with an expected approval by the end of July 2025 [9][10]. Group 3: Financial and Operational Impact - The main products from the "ultra-precision optical production processing" project include precision optical devices, high-end optical lenses, and advanced optical systems [10][11]. - The projects align with the company's existing business operations, which involve the research, design, manufacturing, and sales of precision optical components [11][19]. Group 4: Shareholder Participation - Major shareholders, directors, and senior management have provided commitments regarding their participation in the convertible bond issuance and have confirmed no plans for share reduction in the six months preceding or following the issuance [12][19]. - The company has not issued convertible bonds since its initial public offering [12][19]. Group 5: Legal Compliance - The company and its subsidiaries have not faced administrative penalties or major legal violations during the reporting period, confirming compliance with relevant legal standards [19][26]. - The issuance of convertible bonds meets the requirements set forth in the applicable securities regulations, ensuring no legal obstacles to the financing process [19][26].